<PAGE>
                                                                     Exhibit 4.2


                   INFINITY PROPERTY AND CASUALTY CORPORATION

                                     Issuer

                                       and

                         U.S. BANK NATIONAL ASSOCIATION
                                     Trustee


                                    INDENTURE

                          Dated as of _______ __, 2003


                                  $180,000,000
                           ___% Senior Notes Due 2013
<PAGE>
                                TABLE OF CONTENTS

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

     Section 101.     Definitions.......................................................................     1
     Section 102.     Compliance Certificates and Opinions..............................................     8
     Section 103.     Form of Documents Delivered to Trustee............................................     8
     Section 104.     Acts of Holders; Record Date......................................................     9
     Section 105.     Notices, Etc., to Trustee and Company.............................................    10
     Section 106.     Notice to Holders; Waiver.........................................................    10
     Section 107.     Conflict with Trust Indenture Act.................................................    11
     Section 108.     Effect of Headings and Table of Contents..........................................    11
     Section 109.     Successors and Assigns............................................................    11
     Section 110.     Separability Clause...............................................................    11
     Section 111.     Benefits of Indenture.............................................................    11
     Section 112.     Governing Law.....................................................................    11
     Section 113.     Legal Holidays....................................................................    11
     Section 114.     Incorporators, Stockholders, Officers and Directors of the Company
                        Exempt from Individual Liability ...............................................    12

ARTICLE II FORMS OF SECURITIES..........................................................................    12

     Section 201.     Forms Generally...................................................................    12
     Section 202.     Form of Face of Security..........................................................    12
     Section 203.     Form of Reverse of Security.......................................................    14
     Section 204.     Global Securities.................................................................    17
     Section 205.     Form of Trustee's Certificate of Authentication...................................    18
     Section 206.     Form of Assignment................................................................    19

ARTICLE III THE SECURITIES..............................................................................    19

     Section 301.     Title and Terms...................................................................    19
     Section 302.     Denominations.....................................................................    20
     Section 303.     Execution, Authentication, Delivery and Dating....................................    20
     Section 304.     Temporary Securities..............................................................    21
     Section 305.     Registration, Registration of Transfer and Exchange...............................    22
     Section 306.     Mutilated, Destroyed, Lost and Stolen Securities..................................    24
     Section 307.     Payment of Interest; Interest Rights Preserved....................................    25
     Section 308.     Persons Deemed Owners.............................................................    26
     Section 309.     Cancellation......................................................................    26
     Section 310.     Computation of Interest...........................................................    26
     Section 311.     CUSIP Numbers.....................................................................    26

ARTICLE IV SATISFACTION AND DISCHARGE...................................................................    27

     Section 401.     Satisfaction and Discharge of Indenture...........................................    27
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<S>                                                                                                        <C>
     Section 402.     Application of Trust Money........................................................    28

ARTICLE V EVENTS OF DEFAULT; REMEDIES...................................................................    28

     Section 501.     Events of Default.................................................................    28
     Section 502.     Acceleration of Maturity Date; Rescission and Annulment...........................    29
     Section 503.     Collection of Indebtedness and Suits for Enforcement by Trustee...................    30
     Section 504.     Trustee May File Proofs of Claim..................................................    31
     Section 505.     Trustee May Enforce Claims Without Possession of Securities.......................    32
     Section 506.     Application of Money Collected....................................................    32
     Section 507.     Limitation on Suits...............................................................    32
     Section 508.     Unconditional Right of Holders to Receive Principal, Premium and Interest.........    33
     Section 509.     Restoration of Rights and Remedies................................................    33
     Section 510.     Rights and Remedies Cumulative....................................................    33
     Section 511.     Delay or Omission Not Waiver......................................................    33
     Section 512.     Control by Holders................................................................    34
     Section 513.     Waiver of Past Default............................................................    34
     Section 514.     Undertaking for Costs.............................................................    34
     Section 515.     Waiver of Stay or Extension Laws..................................................    34

ARTICLE VI THE TRUSTEE..................................................................................    35

     Section 601.     Certain Duties and Responsibilities...............................................    35
     Section 602.     Notice of Defaults................................................................    35
     Section 603.     Certain Rights of Trustee.........................................................    35
     Section 604.     Not Responsible for Recitals or Issuance of Securities............................    36
     Section 605.     May Hold Securities...............................................................    36
     Section 606.     Money Held in Trust...............................................................    36
     Section 607.     Compensation and Reimbursement....................................................    36
     Section 608.     Disqualification; Conflicting Interests...........................................    37
     Section 609.     Corporate Trustee Required; Eligibility...........................................    37
     Section 610.     Resignation and Removal; Appointment of Successor.................................    38
     Section 611.     Acceptance of Appointment by Successor............................................    39
     Section 612.     Merger, Conversion, Consolidation or Succession to Business.......................    39
     Section 613.     Preferential Collection of Claims Against Company.................................    40
     Section 614.     Appointment of Authenticating Agent...............................................    40

ARTICLE VII HOLDERS' LISTS AND REPORTS  BY TRUSTEE AND COMPANY..........................................    41

     Section 701.     Company to Furnish Trustee Names and Addresses of Holders.........................    41
     Section 702.     Preservation of Information; Communications to Holders............................    42
     Section 703.     Reports by Trustee................................................................    42
     Section 704.     Reports by Company................................................................    42

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.......................................    43
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                                       ii
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<S>                                                                                                        <C>
     Section 801.     Company May Consolidate, Etc., Only on Certain Terms..............................    43
     Section 802.     Successor Substituted for Company.................................................    43

ARTICLE IX SUPPLEMENTAL INDENTURES......................................................................    43

     Section 901.     Supplemental Indentures Without Consent of Holders................................    43
     Section 902.     Supplemental Indentures with Consent of Holders...................................    44
     Section 903.     Execution of Supplemental Indentures..............................................    45
     Section 904.     Effect of Supplemental Indentures.................................................    45
     Section 905.     Conformity with Trust Indenture Act...............................................    45
     Section 906.     Reference in Securities to Supplemental Indentures................................    45

ARTICLE X COVENANTS ....................................................................................    46

     Section 1001.    Payment of Principal, Premium and Interest........................................    46
     Section 1002.    Maintenance of Office or Agency...................................................    46
     Section 1003.    Money for Security Payments to Be Held in Trust...................................    46
     Section 1004.    Statements of Officers of Company as to Default; Notice of Default................    47
     Section 1005.    Existence.........................................................................    48
     Section 1006.    Maintenance of Properties.........................................................    48
     Section 1007.    Payment of Taxes and Other Claims.................................................    48
     Section 1008.    Further Instruments and Acts......................................................    48
     Section 1009.    Limitation on Liens...............................................................    49
     Section 1010.    Limitations on Disposition of Stock of Significant Subsidiaries...................    49
     Section 1011.    Waiver of Certain Covenants.......................................................    49

ARTICLE XI REDEMPTION OF SECURITIES.....................................................................    50

     Section 1101.    Right of Redemption...............................................................    50
     Section 1102.    Applicability of Article..........................................................    50
     Section 1103.    Election to Redeem; Notice to Trustee.............................................    50
     Section 1104.    Selection by Trustee of Securities to be Redeemed.................................    50
     Section 1105.    Notice of Redemption..............................................................    50
     Section 1106.    Deposit of Redemption Price.......................................................    51
     Section 1107.    Securities Payable on Redemption Date.............................................    51
     Section 1108.    Securities Redeemed in Part.......................................................    52

ARTICLE XII DEFEASANCE AND COVENANT DEFEASANCE..........................................................    52

     Section 1201.    Company's Option to Effect Defeasance or Covenant Defeasance......................    52
     Section 1202.    Defeasance and Discharge..........................................................    52
     Section 1203.    Covenant Defeasance...............................................................    53
     Section 1204.    Conditions to Defeasance or Covenant Defeasance...................................    53
     Section 1205.    Deposited Money and U. S. Government Obligations to Be
                        Held in Trust; Other Miscellaneous Provisions ..................................    55
     Section 1206.    Reinstatement.....................................................................    55
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                                      iii
<PAGE>
                  INDENTURE, dated as of _______ __, 2003, between Infinity,
Property and Casualty Corporation, a corporation duly organized and existing
under the laws of the State of Ohio (herein called the "Company"), having its
principal office at Birmingham, Alabama, and U.S. Bank National Association, a
national banking association duly organized and existing under the laws of the
United States of America, as Trustee (herein called the "Trustee").

                              W I T N E S S E T H :

                  WHEREAS, the Company has duly authorized the creation of an
issue of its __% Senior Notes Due 2013 (herein called the "Securities") of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture; and

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

                                 NOW, THEREFORE:

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

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  Section 101. Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

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

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

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles;

                  (4) 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; and
<PAGE>
                  (5) the words "Article" and "Section" refer to an Article and
         Section, respectively, of this Indenture.

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

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

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

                  "Bankruptcy Law" means Title 11, United States Code, or any
applicable bankruptcy, insolvency, reorganization, rehabilitation or other
similar Federal or state law.

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

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

                  "Business Day," when used with respect to any Place of Payment
or other location, means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
other location, as the case may be, are authorized or obligated by law or
executive order to close.

                  "Capital Lease Obligation" means an obligation of the Company
or any Subsidiary to pay rent or other amounts under a lease of (or another
Indebtedness arrangement conveying the right to use) real or personal property
thereof that is required to be classified and accounted for as a capital lease
or a liability on the face of a balance sheet thereof in accordance with
generally accepted accounting principles. For purposes of this Indenture, the
amount of such obligation shall be the capitalized amount thereof and the stated
maturity thereof shall be the date of the last payment of rent or any other
amount due under such lease (or such other arrangement) prior to the first date
upon which such lease (or such other arrangement) may be terminated by the
lessee (or obligor) without payment of a penalty.

                  "Capital Stock" of any Person means any and all shares,
interests, units, participations or other equivalents (however designated) of
corporate stock or other equity of such Person.


                                       2
<PAGE>
                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted and created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chief Executive Officer,
President, Chief Financial Officer or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

                  "Corporate Trust Office" means the office of the Trustee in
the City of Cincinnati, Ohio, at which at any particular time its corporate
trust business shall be administered, which, as of the date of this Indenture,
is located at 425 Walnut Street, Cincinnati, Ohio 45202.

                  "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.

                  "Definitive Security" means a Security other than a Global
Security or a temporary Security.

                  "Depositary" means the Person designated as Depositary by the
Company in Section 301 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder.

                  "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 statutory successor thereto.

                  "Global Security" means a Security evidencing all or part of
the Securities, issued to the Depositary in accordance with Section 303 and
bearing the legend described in Section 204.


                                       3
<PAGE>
                  "Guaranty" by any Person means any Obligation, contingent or
otherwise, of such Person guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including,
without limitation, every Obligation of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (ii) to purchase property, securities or
services for the purpose of assuring the holder of such Indebtedness of the
payment of such Indebtedness or (iii) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness (and the
terms "Guaranteed," "Guaranteeing" and "Guarantor" shall have meanings
correlative to the foregoing); provided, however, that the Guaranty by any
Person shall not include endorsements by such Person for collection or deposit,
in either case in the ordinary course of business.

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

                  "Indebtedness" of any Person means, without duplication, (i)
every obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, notes or similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every obligation of such Person under conditional
sale or other title retention agreements relating to assets or property
purchased by such Person or issued or assumed as the deferred purchase price of
property, assets or services (but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business that are not overdue by
more than 90 days or are being contested by such Person in good faith); (iv)
every Capital Lease Obligation of such Person; (v) every obligation of such
Person with respect to any Sale and Leaseback Transaction to which such Person
is a party (vi) if such Person is engaged in the insurance business, all Surplus
Debt of such Person; (vii) every obligation of the type referred to in clauses
(i) through (vi) and (viii) of another Person the payment of which such Person
has Guaranteed or is otherwise responsible for or liable for, directly or
indirectly, as obligor, Guarantor or otherwise; and (viii) every amendment,
modification, renewal and extension of an obligation of the type referred to in
clauses (i) through (vii).

                  "Indenture" means this instrument as originally executed, 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.

                  "Insurance Regulator" means any Person having (i) authority to
administer or enforce any statute, regulation or other law of the United States,
any State or the District of Columbia or any instrumentality or political
subdivision thereof (or any order or decree of any court thereof) governing the
conduct of an insurance business, and (ii) jurisdiction over the matter in
question.


                                       4
<PAGE>
                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

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

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

                  "Obligation" of any Person means any obligation of such Person
to pay principal, premium, interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to such
Person whether or not a claim for such post-petition interest is allowed in such
proceeding), penalties, reimbursement or indemnification amounts, fees, expenses
or other amounts.

                  "Officers' Certificate" means a certificate signed by the
Chief Executive Officer, the President, Chief Financial Officer or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee.

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

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

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

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

                  (3) Securities which have been replaced or 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;


                                       5
<PAGE>
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, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent 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
Affiliate of the Company or of such other obligor.

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

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

                  "Place of Payment," when used with respect to the Securities,
means the place or places where, subject to the provisions of Section 1002, the
principal of and premium, if any, and interest on the Securities are payable as
specified and as contemplated by 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.

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

                  "Redemption Price," when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture, including as applicable without duplication, any accrued interest due
upon such redemption pursuant to the terms of this Indenture.

                  "Regular Record Date" for the interest payable on the
Securities on any Interest Payment Date means the _______________ or
_______________ (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.

                  "Sale and Leaseback Transaction" means any arrangement with
any bank, insurance company or other lender or investor (other than the Company
or a Subsidiary), or to which such lender or investor is a party, providing for
the leasing by the Company or any Subsidiary of any property or asset of the
Company or any Subsidiary that has


                                       6
<PAGE>
been or is to be sold or transferred by the Company or any Subsidiary to such
lender or investor or to any Person (other than the Company or a Subsidiary) to
whom funds have been or are to be advanced by such lender or investor on the
security of such property or asset.

                  "Securities" has the meaning specified 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.

                  "Significant Subsidiary" means a Subsidiary, including its
Subsidiaries, which meets the definition of "significant subsidiary" in Rule
1-02(w) of Regulation S-X promulgated under the Securities Act of 1933, as
amended.

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

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

                  "Subsidiary" means any corporation, partnership or other
entity of which at the time of determination more than 50% of the outstanding
Voting Stock is owned, directly or indirectly, by the Company, one or more of
the Company's Subsidiaries or the Company and one or more of the Company's
Subsidiaries.

                  "Surplus Debt" of any Person engaged in the insurance business
means any liability of such Person to another Person for repayment of a sum of
money to such other Person under a written agreement approved by an Insurance
Regulator providing for such liability to be paid only out of surplus of such
Person in excess of a minimum amount of surplus specified in such agreement.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed, except as
provided in Section 905; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as
so amended.

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

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


                                       7
<PAGE>
                  "Vice President," when used with respect to the Company or the
Trustee, means any vice president, whether designated by a number or a word or
words added before or after the title "vice president."

                  "Voting Stock" means stock of any class or classes or other
ownership interest having general voting power under ordinary circumstances to
elect a majority of the board of directors, managers, trustees or persons with
similar functions of the entity in question, provided that, for the purposes of
this definition, stock which carries only the right to vote conditionally on the
happening of an event will not be considered Voting Stock whether or not that
event has happened.

                  "Wholly Owned Subsidiary" means, at any time, a Subsidiary all
of the outstanding Capital Stock of which (other than directors' qualifying
shares) shall at such time be owned, directly or indirectly, by the Company, one
or more Wholly Owned Subsidiaries or the Company and one or more Wholly Owned
Subsidiaries.

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

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

                  Section 103. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one


                                       8
<PAGE>
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.

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

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

                  Section 104. Acts of Holders; Record Date(a) . (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by one or more agents 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.

                  (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 the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his 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 ownership of Securities shall be proved by the
Security Register.


                                       9
<PAGE>
                  (d) 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 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.

                  (e) The Company may, in the circumstances permitted by the
Trust Indenture Act, set any day as the record date for the purpose of
determining the Holders of Outstanding Securities entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided or permitted by this Indenture to be given or taken by Holders of
Securities. With regard to any record date set pursuant to this paragraph, the
Holders of Outstanding Securities on such record date (or their duly appointed
agents), and only such Persons, shall be entitled to give or take the relevant
action, whether or not such Persons remain Holders after such record date.

                  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, first-class postage
         prepaid, to the Company, addressed to it at the address of its
         principal office specified in the first paragraph of this Indenture 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 his
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. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.


                                       10
<PAGE>
                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the 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 such Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or excluded, as the case may be.

                  Section 108. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  Section 109. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its respective 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 hereunder and the Holders of Securities,
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 LAWS OF THE STATE OF
NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                  Section 113. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, Maturity Date or Stated Maturity of any Security
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest or principal (and premium if
any) need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date, Maturity Date or Redemption Date, or at the Stated Maturity, 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 the Interest Payment Date, Maturity Date or
Redemption date, or at the Stated Maturity; provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption
Date,


                                       11
<PAGE>
Maturity Date or Stated Maturity, as the case may be, if such payment is made or
duly provided for on the next succeeding Business Day.

                  Section 114. Incorporators, Stockholders, Officers and
Directors of the Company Exempt from Individual Liability. No recourse under or
upon any obligation, covenant or agreement of this Indenture or any indenture
supplemental hereto or of any Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator, as such,
stockholder, officer or director, past, present or future, of the Company or of
any successor Person, either directly or through the Company or any successor
Person, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, as such, stockholders,
officers or directors, of the Company or of any successor Person, or any of
them, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom; and that any and all
such personal liability of every name and nature, either at common law or in
equity or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, as such, stockholder, officer or director,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of such Securities.

                                   ARTICLE II

                               FORMS OF SECURITIES

                  Section 201. Forms Generally. The Securities and the Trustee's
certificates of authentication shall be in substantially the forms set forth in
this Article, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof.

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

                  Section 202. Form of Face of Security. [If a Global Security,
insert legend required by Section 204 of the Indenture] [if applicable, insert
-- UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE


                                       12
<PAGE>
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]

                   INFINITY PROPERTY AND CASUALTY CORPORATION

                           ___% Senior Notes Due 2013

No.______                                                                $______

                  Infinity Property and Casualty Corporation, an Ohio
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
________________ on _______ __, 2013, and to pay interest thereon from _______
__, 2003 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, as the case may be, semiannually in arrears on
_______________ and _______________ in each year, commencing _______________,
2003, at the rate per annum of ___%, until the principal hereof is paid or made
available for payment. 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 not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

                  [If a Definitive Security, insert -- Payment of the principal
of and premium, if any, and interest on, and the Redemption Price with respect
to, this Security will be made at the office or agency of the Company maintained
for that purpose in the United States, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the


                                       13
<PAGE>
address of the Person entitled thereto as such address shall appear in the
Security Register.]

                  [If a Global Security, insert -- Payment of the principal of
and premium, if any, and any such interest on, and the Redemption Price with
respect to, this Security will be made by transfer of immediately available
funds to a bank account in the Borough of Manhattan, the City of New York
designated by the Holders in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.]

                  Interest on this Security will be calculated on the basis of a
360-day year consisting of twelve 30-day months.

                  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.

Dated:

                                              INFINITY PROPERTY AND CASUALTY
                                              CORPORATION

                                              By _______________________________
                                                 Name:
                                                 Title:


                  Section 203. Form of Reverse of Security. This Security is one
of a duly authorized issue of Securities of the Company designated as its ___%
Senior Notes Due 20__ (herein called the "Securities"), initially limited in
aggregate principal amount to $180,000,000 issued and to be issued under an
Indenture, dated as of _______ ___, 2003 (herein called the "Indenture"),
between the Company and U.S. Bank National Association, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. The aggregate principal amount of the
Securities may be increased in the future, without the consent of the Holders of
the Securities, on the same terms and with the same CUSIP number as the
Securities.


                                       14
<PAGE>
                  The Securities shall be redeemable, in whole or from time to
time in part, at the option of the Company on any date (a "Redemption Date"), at
a price (the "Redemption Price") equal to the greater of (i) 100% of the
principal amount of the Securities to be redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
(exclusive of interest accrued to such Redemption Date) discounted to such
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus [___] basis points, plus, in
either case, accrued and unpaid interest on the principal amount being redeemed
to such Redemption Date.

                  "Treasury Rate" means the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by the Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities.

                  "Independent Investment Banker" means Credit Suisse First
Boston LLC and any successor firm or, if such firm is unwilling or unable to
select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after consultation
with the Company.

                  "Comparable Treasury Price" means with respect to any
Redemption Date for the Securities (i) the average of the Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains
fewer than three such Reference Treasury Dealer Quotations, the average of all
such quotations.

                  "Reference Treasury Dealer" means each of Credit Suisse First
Boston LLC and any two of the following as determined by the Company: Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and
Bear, Sterns & Co. Inc. (each, a "Primary Treasury Dealer"); provided that (i)
if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company
will substitute therefor another Primary Treasury Dealer and (ii) if the Company
fails to select a substitute within a reasonable period of time, then the
substitute will be any other primary treasury dealer selected by the Trustee
after consultation with the Company.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such


                                       15
<PAGE>
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
Business Day preceding such Redemption Date.

                  The Company shall notify the Trustee of the Redemption Price
with respect to the foregoing redemption promptly after the calculation thereof.
The Trustee shall not be responsible for calculating said Redemption Price.

                  If less than all of the Securities are to be redeemed, the
Trustee shall select the Securities or portions of Securities to be redeemed by
such method as the Trustee shall deem fair and appropriate. The Trustee may
select for redemption Securities and portions of Securities in amounts of whole
multiples of $1,000.

                  In the event of redemption of this Security in part only, a
new Security or Securities for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

                  The Indenture contains provisions for defeasance at any time
of (i) the entire indebtedness of this Security or (ii) certain restrictive
covenants and Events of Default with respect to the Security, in each case upon
compliance with certain conditions set forth therein.

                  If an Event of Default shall occur and be continuing, the
principal of all the Securities may become due and payable in the manner and
with the effect provided in the Indenture.

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

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

                  [If a Definitive Security, insert -- 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


                                       16
<PAGE>
or agency maintained by the Company in the United States for such purpose, 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 his attorney duly authorized in writing, and thereupon one or
more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.]

                  [If a Global Security, insert -- This Global Security or
portion hereof may not be exchanged for Definitive Securities except in the
limited circumstances provided in the Indenture.]

                  The Securities are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal amount of Securities
of a different authorized denomination, as requested by a Holder surrendering
the same.

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

                  Prior to due 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 any amount due in respect of this
Security be overdue, and none of the Company, the Trustee or any such agent
shall be affected by notice to the contrary.

                  No recourse for the payment of the principal of, premium, if
any, or interest on this Security, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, as such, stockholder, officer or
director, past, present or future, of the Company or of any successor Person,
either directly or through the Company, 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 issue hereof, expressly waived and
released.

                  The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York as applied to
contracts made and performed within the State of New York, without regard to
principles of conflicts of laws.

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. The
foregoing summary of the terms of the Indenture is qualified in all respects by
the terms of the Indenture.

                  Section 204. Global Securities. Every Global Security
authenticated and delivered hereunder shall bear a legend in substantially the
following form:


                                       17
<PAGE>
                  "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. "

                  If Securities are issuable in whole or in part in the form of
one or more Global Securities, as specified and as contemplated by Section 301,
then, notwithstanding the provisions of Section 302 of the Indenture, any Global
Security shall represent such of the Outstanding Securities as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced or increased, as the case may be, to reflect exchanges. Any
endorsement of a Global Security to reflect the amount, or any reduction or
increase in the amount, of Outstanding Securities represented thereby shall be
made in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in a Company Order. Subject to the provisions of
Sections 303, 304 and 305 of the Indenture, the Trustee shall deliver and
redeliver any Global Security in the manner and upon instructions given by the
Person or Persons specified therein or in the applicable Company Order. Any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Global Security shall be in a Company Order (which need not
comply with Section 102 of the Indenture and need not be accompanied by an
Opinion of Counsel).

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

                         Certificate of Authentication.

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

                  Dated:

                                                U.S. BANK NATIONAL ASSOCIATION,
                                                as Trustee

                                                By _____________________________
                                                       Authorized Signatory


                                       18
<PAGE>
                  Section 206. Form of Assignment. To assign this Security, fill
in the form below: I or we assign and transfer this Security to:


                             _______________________

                             _______________________
                             (Insert assignee's soc.
                               sec. or tax ID no.)

                             _______________________

                             _______________________

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

                             and irrevocably appoint

                             _______________________

                             _______________________

as agent to transfer this security on the books of the Company. The agent may
substitute another to act for him.

________________________________________________________________________________

Date: _______________________  Your Signature:_____________________________*

________________________________________________________________________________
(Sign exactly as your name appears on the other side of this Security)

* Your signature must be guaranteed by a commercial bank or trust company or by
a member or members' organization of the New York Stock Exchange or American
Stock Exchange.

                                  ARTICLE III

                                 THE SECURITIES

                  Section 301. Title and Terms. The aggregate principal amount
of Securities which may be authenticated and delivered under this Indenture is
initially limited to $180,000,000 except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Sections 304, 305, 306, 906 or 1108; provided
however, that the aggregate principal amount of the Securities may be increased
in the future, without the consent of the Holders of the Securities, on the same
terms and with the same CUSIP number as the Securities.


                                       19
<PAGE>
                  The Securities shall be known and designated as the "___%
Senior Notes Due 2013" of the Company. Their Stated Maturity shall be _______
__, 2013, and they shall bear interest at the rate per annum of __% from
_________, 2003 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, as the case may be, payable semiannually in
arrears on _____________ and ____________ commencing _____________, 2003, until
the principal thereof is paid or made available for payment.

                  Payment of the principal of and premium, if any, and interest
on, and the Redemption Price with respect to, the Securities (other than Global
Securities) will be made at the office or agency of the Company maintained for
such purpose in the United States, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; 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.

                  Payment of the principal of and premium, if any, and any
interest on, and the Redemption Price with respect to, any Global Security will
be made by transfer of immediately available funds to a bank account designated
by the Holder in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.

                  The Securities shall be redeemable as provided in Article XI.

                  The Securities shall be subject to Defeasance and Covenant
Defeasance as provided in Article XII.

                  The initial Depositary for the Securities is The Depository
Trust Company.

                  Section 302. Denominations. The Securities shall be issuable
only in registered form without coupons and only in denominations of $1,000 and
any integral multiple thereof.

                  Section 303. Execution, Authentication, Delivery and Dating(a)
.. (a) The Securities shall be executed on behalf of the Company by its Chief
Executive Officer, President, Chief Financial Officer or one of its Vice
Presidents. The signature of any of these officers on the Securities may be
manual or facsimile.

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

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


                                       20
<PAGE>
such Securities; and the Trustee in accordance with such Company Order shall
authenticate and deliver such Securities as in this Indenture provided and not
otherwise.

                  Notwithstanding the provisions of the preceding paragraph, if
all Securities are not to be originally issued at one time, it shall not be
necessary to deliver the Company Order otherwise required pursuant to such
preceding paragraph at or prior to the time of authentication of each such
Security if the Company Order is delivered at or prior to the authentication
upon original issuance of the first Security to be issued.

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by 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 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.

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

                  (b) The Company shall initially execute and the Trustee shall
authenticate and deliver one or more Global Securities that (i) shall represent
an aggregate amount equal to the aggregate principal amount of the initially
issued Securities, (ii) shall be registered in the name of the Depositary or the
nominee of the Depositary, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially in the form required in Section 204.

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

                  Section 304. Temporary Securities. Pending the preparation of
Definitive Securities, the Company may execute, and upon Company Order the
Trustee shall authenticate and make available for delivery, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
Definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities.


                                       21
<PAGE>
                  If temporary Securities are issued, the Company will cause
Definitive Securities to be prepared without unreasonable delay. After the
preparation of Definitive Securities, the temporary Securities shall be
exchangeable for Definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to Section
1002, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities, the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a like
principal amount of Definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as Definitive Securities.

                  Section 305. Registration, Registration of Transfer and
Exchange(a) . (a) 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 designated pursuant to Section 1002 being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfer of Securities. The Trustee is
hereby appointed the initial "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided. The Company may at
any time replace such Security Registrar, change such office or agency or act as
its own Security Registrar. The Company will give prompt written notice to the
Trustee of any change of the Security Registrar or of the location of such
office or agency.

                  Upon surrender for registration of transfer of any Security at
an office or agency of the Company designated pursuant to Section 1002 for such
purpose, the Company shall execute, and the Trustee shall authenticate and make
available for delivery, in the name of the designated transferee or transferees,
one or more new Securities of any authorized denominations and of a like
aggregate principal amount.

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

                  At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

                  (b) If at any time the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary or if at any time the
Depositary shall no


                                       22
<PAGE>
longer be eligible under Section 303(c), the Company shall appoint a successor
Depositary. If a successor Depositary is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Definitive
Securities in exchange for the Global Security or Securities, will authenticate
and make available for delivery, individual Definitive Securities in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities, in exchange for such Global Security or Securities.

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

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

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

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

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

                  (c) 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.


                                       23
<PAGE>
                  Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Security Registrar 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 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 1108 not involving any transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities selected for redemption under Section 1104 and ending at the close of
business on the 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
unredeemable portion of any Security being redeemed in part.

                  Section 306. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and make available for delivery in
exchange therefor a new Security, of like tenor and principal amount and bearing
a number not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their reasonable satisfaction of the destruction, loss or theft of
any Security and (ii) such security or indemnity as may be reasonably required
by them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and make available for delivery, in lieu
of any such destroyed, lost or stolen Security, a new Security of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

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

                  Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be


                                       24
<PAGE>
at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities
duly issued hereunder.

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

                  Section 307. Payment of Interest; Interest Rights Preserved.
Interest on any Security 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 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 notwithstanding the fact that such Holder
was a Holder on such Regular Record Date, and such Defaulted Interest may be
paid by the Company, at its election, as provided in Clause (1) or (2) below:

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


                                       25
<PAGE>
                  (2) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the Securities may then be listed, and
         upon such notice as may be required by such exchange, if, after notice
         given by the Company to the Trustee of the proposed payment pursuant to
         this Clause, such manner of payment shall be deemed reasonably
         practicable by the Trustee.

                  Subject to the foregoing provisions of this Section and
Section 305, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

                  Section 308. Persons Deemed Owners. 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 premium, if any, and (subject to Sections
305 and 307) interest on such Security and for all other purposes whatsoever,
whether or not any payment due in respect of such Security be overdue, and none
of the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                  Section 309. Cancellation. All Securities surrendered for
payment, redemption, registration of transfer or exchange shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly cancelled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of as directed by a Company Order, or, if no such Company Order is
given within 60 days after notice by the Trustee to the Company of cancellation
of such Securities, then the Trustee may destroy such cancelled Security and, in
such case, the Trustee shall thereafter deliver to the Company a certificate
with respect to such destruction.

                  Section 310. Computation of Interest. Interest on the
Securities shall be computed on the basis of a 360-day year of twelve 30-day
months.

                  Section 311. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such "CUSIP" numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers


                                       26
<PAGE>
printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such "CUSIP" numbers.

                                   ARTICLE IV

                           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 registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

                  (1) either

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

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

                                    (i) have become due and payable, or

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

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

                  and the Company, in the case of clause (i), (ii) or (iii)
                  above, has deposited or caused to be deposited with the
                  Trustee as trust funds in trust for the purpose an amount
                  sufficient to pay and discharge the entire indebtedness on
                  such Securities not theretofore delivered to the Trustee for
                  cancellation for principal (and premium, if any) and interest
                  to the date of such deposit (in the case of Securities which
                  have become due and payable) or to the Stated Maturity or
                  Redemption Date, as the case may be;

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


                                       27
<PAGE>
            (3)   the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture have been complied with.

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company in Sections 305, 306, 607, 1001, 1002 and 1003
shall survive until the Securities are no longer outstanding.

            Section 402. Application of Trust Money. Subject to the provisions
of the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment to the
Persons entitled thereto, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, of the
principal (and premium, if any) and interest for whose payment such money has
been deposited with the Trustee.

                                   ARTICLE V

                           EVENTS OF DEFAULT; REMEDIES

            Section 501. Events of Default. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order or any court or
any order, rule or regulation of any administrative or governmental body):

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

            (2)   default by the Company in the payment of the principal of or
      premium, if any, on, or the Redemption Price on, any Security when the
      same becomes due and payable at its Maturity Date; or

            (3)   default by the Company in the performance, or breach, of any
      covenant or warranty of the Company in this Indenture (other than a
      covenant or warranty a default in whose performance or whose breach is
      elsewhere in this Section specifically dealt with), and continuance of
      such default or breach for a period of 30 days after there has been given,
      by registered or certified mail, to the Company by the Trustee or to the
      Company and the Trustee by the Holders of at least 25% in principal amount
      of the Outstanding Securities a written notice specifying such default or
      breach and requiring it to be remedied and stating that such notice is a
      "Notice of Default" hereunder; or

            (4)   (A) the failure by the Company or any Subsidiary to pay
      Indebtedness in an aggregate principal amount exceeding $10 million at the
      later of final maturity or upon expiration of any applicable grace period
      with respect to


                                       28
<PAGE>
      such principal amount, or (B) acceleration of the maturity of any
      Indebtedness of the Company or any Subsidiary, in excess of $10 million,
      if such failure to pay is not discharged or such acceleration is not
      annulled within 10 days after due notice; or

            (5)   a decree or order by a court having jurisdiction in the
      premises shall have been entered adjudging the Company or any Significant
      Subsidiary as bankrupt or insolvent, or approving as properly filed a
      petition seeking reorganization or rehabilitation of the Company or any
      Significant Subsidiary under any Bankruptcy Law, and such decree or order
      shall have continued undischarged and unstayed for a period of 60 days; or
      a decree or order of a court having jurisdiction in the premises for the
      appointment of a receiver or rehabilitator or custodian or sequestrator or
      liquidator or trustee or assignee in bankruptcy or insolvency of the
      Company or any Significant Subsidiary or of their respective property or
      other similar official, or for the winding up or liquidation of their
      respective affairs, shall have been entered, and such decree or order
      shall have remained in force undischarged and unstayed for a period of 60
      days; or

            (6)   the Company or any Significant Subsidiary shall institute
      proceedings to be adjudicated a voluntary bankrupt, or shall consent to
      the filing of a bankruptcy proceeding against any of them, or shall file a
      petition or answer or consent seeking reorganization or rehabilitation
      under any Bankruptcy Law, or shall consent to the filing of any such
      petition, or shall consent to the appointment of a receiver or
      rehabilitator or custodian or sequestrator or liquidator or trustee or
      assignee in bankruptcy or insolvency of the Company or any Significant
      Subsidiary or of their respective property or other similar official, or
      shall make an assignment for the benefit of creditors, or shall admit in
      writing its inability to pay their respective debts generally as they
      become due; or

            (7)   the entry against the Company or any Significant Subsidiary of
      one or more judgments, decrees or orders by a court having jurisdiction in
      the premises from which no appeal may be or is taken for the payment of
      money, either individually or in the aggregate, in excess of $10 million
      and the continuance of such judgment, decree or order unsatisfied and in
      effect for any period of 60 consecutive days without a stay of execution
      and there has been given, by registered or certified mail in the manner
      set forth in Section 105, to the Company by the Trustee or to the Company
      and the Trustee by the Holders of not less than 25% in principal amount of
      the Outstanding Securities a written notice specifying such entry and
      continuance of such judgment, decree or order and stating that such notice
      is a "Notice of Default" hereunder.

            Section 502. Acceleration of Maturity Date; Rescission and
Annulment. If an Event of Default (other than an Event of Default specified in
Section 501(5) or 501(6)) occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable, by a notice in writing to


                                       29
<PAGE>
the Company (and to the Trustee if given by Holders), and upon receipt by the
Company (and the Trustee if given by Holders) of any such written notice, such
principal shall become immediately due and payable. If an Event of Default
specified in Section 501(5) or 501(6) occurs, all unpaid principal and accrued
interest on the Outstanding Securities shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

            At any time after such declaration of acceleration 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 V provided, the Holders of a majority
in principal amount of the Outstanding Securities, 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,

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

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

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

            (2)   all Events of Default, other than the nonpayment of the
      principal of Securities 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 consequent thereon.

            Section 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if

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

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


                                       30
<PAGE>
the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any Defaulted Interest, at the
rate borne by the Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the reasonable costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

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

            Section 504. Trustee May File Proofs of Claim. In case of any
judicial proceeding relative to the Company or any other obligor upon the
Securities, their property 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 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, rehabilitator, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial or regulatory proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, rehabilitation, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.


                                       31
<PAGE>
            Section 505. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

            Section 506. Application of Money Collected. Any money collected by
the Trustee pursuant to this Article V 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, premium, if any, or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

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

            SECOND: To the payment of the amounts then due and unpaid for
principal of and premium, if any, 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, premium, if any, and interest,
respectively; and

            THIRD: The balance, if any, to the Company.

            Section 507. Limitation on Suits. Except as provided in Section 508,
no Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

            (1)   such Holder has previously given written notice to the Trustee
      of a continuing Event of Default;

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

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

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


                                       32
<PAGE>
            (5)   no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the Outstanding Securities;

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

            Section 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and premium, if any, and
(subject to Section 307) interest on such Security on the respective Stated
Maturities of such payments as expressed in such Security (and in the case of
redemption, the Redemption Price on the applicable Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

            Section 509. Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

            Section 510. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

            Section 511. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article V 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.


                                       33
<PAGE>
            Section 512. Control by Holders. The Holders of a majority in
principal amount of the Outstanding Securities 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,
provided that

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

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

            Section 513. Waiver of Past Default. The Holders of not less than a
majority in principal amount of the Outstanding Securities may on behalf of the
Holders of all the Securities waive any past default hereunder and its
consequences, except a default

            (1)   in the payment of the principal of or premium, if any, or
      interest on any Security as specified in clauses (1) and (2) of Section
      501 or

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

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

            Section 514. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such
suit, and 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 nor the Trust Indenture Act shall be deemed to authorize any court to
require such undertaking or to make such an assessment in any suit instituted by
the Company.

            Section 515. Waiver of Stay or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


                                       34
<PAGE>
                                   ARTICLE VI

                                   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.

            Section 602. Notice of Defaults. If a default occurs hereunder with
respect to the Securities, the Trustee shall give the Holders of the Securities
notice of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 501(3), no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default.

            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 believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

            (b)   any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order, and any resolution of the Board of Directors 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 Officer's 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;


                                       35
<PAGE>
            (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 against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction which shall be reasonably satisfactory to the Trustee;

            (f)   the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, 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; provided, however, that the
Trustee shall not thereby be deemed to be required to act or be held to any
higher duty of care than existed prior to such inquiry; 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 assumes no responsibility or liability whatsoever for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee 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 such other agent.

            Section 606. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as 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 such reasonable
      compensation as the Company and the Trustee shall from time to time agree
      upon in writing for all services rendered by it hereunder (which
      compensation shall not


                                       36
<PAGE>
      be limited by any provision of law in regard to the compensation of a
      trustee of an express trust);

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

            (3)   to indemnify each of the Trustee or any predecessor Trustee
      for, and to hold it harmless against, any and all loss, damage, claim,
      liability or expense incurred without negligence, bad faith or willful
      misconduct on its part, arising out of or in connection with the
      acceptance or administration of this trust, including the 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,
      except those attributable to its negligence, bad faith or willful
      misconduct. This obligation shall survive the maturity of the Securities.

            The Trustee shall have a claim prior to the Securities as to all
property and funds properly held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607, except with respect to funds
held in trust for the benefit of the Holders of particular Securities.

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(5) or Section 501(6), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

            The provisions of this Section shall survive the termination of this
Indenture.

            Section 608. Disqualification; Conflicting Interests. If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

            Section 609. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall (i) be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, (ii) authorized under such laws to exercise
corporate trust powers, (iii) have a combined capital and surplus of at least
$50,000,000, and (iv) be subject to supervision or examination by Federal or
state authority. If such corporation 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, the combined capital
and


                                       37
<PAGE>
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article VI. The Trustee shall comply
with Section 310(b) of the Trust Indenture Act.

            Section 610. Resignation and Removal; Appointment of Successor(a) .
(a) No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 611.

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

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

            (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 six months, or

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

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

then, in any such case, (i) the Company 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 six months may, on behalf of himself and
all other similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

            (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 cause, the
Company shall promptly appoint a successor Trustee. If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding


                                       38
<PAGE>
Securities 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 and supersede the successor Trustee appointed by the Company. If no
successor Trustee shall have been so appointed by the Company or the Holders and
accepted appointment in the manner hereinafter provided, any Holder who has been
a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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

            Section 611. Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance shall become vested with all the rights, powers, trusts and duties of
the retiring Trustee; but, on request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges pursuant to Section
607, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.

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

            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 VI,
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.


                                       39
<PAGE>
            Section 613. Preferential Collection of Claims Against Company. If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

            Section 614. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents acceptable to the Company which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer, or partial
redemption or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. 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 reasonably acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, 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, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

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


                                       40
<PAGE>
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities, 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.

            The Company agrees to pay each Authenticating Agent, as appointed
from time to time, such reasonable fees as may be agreed to in writing with the
Company, for services rendered under this Section 614.

            If an appointment is made pursuant to this Section, the Securities
may have endorsed thereon, in addition to the Trustee's certificates of
authentication, an alternate certificate of authentication in the following
form:

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

            Dated:

                                      U.S. BANK NATIONAL ASSOCIATION,
                                      as Trustee

                                      By:
                                         ---------------------------------------
                                            As Authenticating Agent
                                      By:
                                         ---------------------------------------
                                            Authorized Signatory


                                  ARTICLE VII

                           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)   semiannually, not more than 15 days after each Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date, and

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

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


                                       41
<PAGE>
            Section 702. Preservation of Information; Communications to
Holders(a) . (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 or Paying Agent. 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 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 neither the Company nor the Trustee
nor any agent of any of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

            Section 703. Reports by Trustee. The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto.

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

            Section 704. Reports by Company. The Company shall:

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

            (2)   file with the Trustee and the Commission, in accordance with
      rules and regulations prescribed from time to time by the Commission, such
      additional


                                       42
<PAGE>
      information, documents and reports with respect to compliance by the
      Company with the conditions and covenants of this Indenture as may be
      required from time to time by such rules and regulations; and

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

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

            Section 801. Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not consolidate with or merge into another corporation or sell
or lease its assets substantially as an entirety to another corporation, unless:

            (1)   either the Company is the continuing corporation, or the
      successor corporation (if other than the Company) expressly assumes by
      supplemental indenture the obligations evidenced by the Securities (in
      which case, except in the case of such a lease, the Company will be
      discharged therefrom; provided that any successor corporation must be a
      corporation organized and existing under the laws of the United States of
      America, any State thereof or the District of Columbia); and

            (2)   immediately thereafter, the Company or the successor
      corporation (if other than the Company) would not be in default in the
      performance of any covenant or condition contained herein.

            Section 802. Successor Substituted for Company. Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

            Section 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company and the Trustee, at any time and
from


                                       43
<PAGE>
time to time, may enter into one or more indentures supplemental hereto, in form
reasonably 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 in accordance with Article VIII; or

            (2)   to add to the covenants of the Company for the benefit of the
      Holders, or to surrender any right or power herein conferred upon the
      Company; or

            (3)   to secure the Securities; or

            (4)   to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities; or

            (5)   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 which shall not be inconsistent with the provisions
      of this Indenture, provided such action pursuant to this clause (5) shall
      not adversely affect the interests of the Holders in any material respect.

            Section 902. Supplemental Indentures with Consent of Holders.
Subject to Section 508, with the consent of the Holders of not less than a
majority in principal amount of the outstanding Securities, by Act of said
Holders delivered to the Company and the Trustee, the Company and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture. Notwithstanding any of the above, however, 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, any
      installment of interest on, or dates for redemption of any Security, or
      reduce the principal amount thereof or the rate of interest thereon or any
      premium payable upon the redemption thereof, or change the coin or
      currency in which any Security or any premium or the interest thereon is
      payable, or impair the right to institute suit for the enforcement of any
      such payment on or after the Stated Maturity thereof (or, in the case of
      redemption, on or after the Redemption Date);

            (2)   reduce the percentage in principal amount of the Outstanding
      Securities, 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


                                       44
<PAGE>
            (3)   modify any of the provisions of this Section or Section 513 or
      Section 1011, 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.

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

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

            Section 903. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article IX 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 of the
Company 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 IX, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

            Section 905. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article IX shall conform to the requirements
of the Trust Indenture Act as then in effect.

            Section 906. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article IX 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
so modified as to conform, in the reasonable opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company, and authenticated and made available for delivery by the Trustee in
exchange for Outstanding Securities.


                                       45
<PAGE>
                                   ARTICLE X

                                    COVENANTS

            Section 1001. Payment of Principal, Premium and Interest. The
Company covenants and agrees that it will duly and punctually pay the principal
of and premium, if any, and interest on the Securities and the Redemption Price
as and when due, in accordance with the terms of the Securities and this
Indenture.

            The Company shall pay interest on overdue amounts at the rate set
forth in paragraph 1 of the Securities, and it shall pay interest on overdue
interest at the same rate compounded semiannually (to the extent that the
payment of such interest shall be legally enforceable), which interest on
overdue interest shall accrue from the date such amounts became overdue.

            Section 1002. Maintenance of Office or Agency. The Company will
maintain an office or agency in the United States where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. Such
office or agency will initially be the office of the Trustee located at _______.
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.

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

            Section 1003. Money for Security Payments to Be Held in Trust. If
the Company shall at any time act as its own Paying Agent, it will, on or before
each due date of the principal of and premium, if any, or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

            Whenever the Company shall have one or more Paying Agents, it will,
on or prior to each due date of the principal of and premium, if any, or
interest on any Securities, deposit with the Paying Agent or Paying Agents a sum
sufficient to pay the


                                       46
<PAGE>
principal, premium, if any, or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium, if
any, or interest, and, unless such Paying Agent is the Trustee, the Company will
promptly notify the Trustee of its action or failure so to act.

            The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

            (1)   hold all sums held by it for the payment of the principal of
      and premium, if any, or interest on Securities in trust for the benefit of
      the Persons entitled thereto until such sums shall be paid to such Persons
      or otherwise disposed of as herein provided;

            (2)   give the Trustee notice of any default by the Company (or any
      other obligor upon the Securities) in the making of any payment of
      principal and premium, if any, or interest; and

            (3)   at any time during the continuance of any such default, upon
      the written request of the Trustee, forthwith pay to the Trustee all sums
      so held in trust by such Paying Agent.

            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such 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 Paying Agent, or then
held by the Company in trust for the payment of the principal of and premium, if
any, or interest on any Security and remaining unclaimed for two years after
such principal and premium, if any, or interest has become due and payable shall
be paid to the Company on Company Request, or, if then held by the Company,
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such 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 disseminated once, in a press release through
Dow Jones & Company, Inc. or Bloomberg Business News (or any successor or
similar organization), notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.


                                       47
<PAGE>
            Section 1004. Statements of Officers of Company as to Default;
Notice of Default(a) . (a) The Company will deliver to the Trustee, within 120
days after the end of each fiscal year of the Company ending after the date
hereof, a certificate, signed by the principal executive officer, principal
financial officer, or principal accounting officer, stating whether or not to
the best knowledge of the signers thereof the Company is in default (without
regard to periods of grace or requirements of notice) in the performance and
observance of any of the terms, provisions and conditions hereof, and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

            (b)   The Company shall file with the Trustee written notice of the
occurrence of any default or Event of Default within five Business Days of its
becoming aware of any such default or Event of Default.

            Section 1005. Existence. Subject to Article VIII, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its existence, rights (charter and statutory) and franchises and
those of each of its Subsidiaries; provided, however, that the Company shall not
be required to preserve any such right or franchise if its Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company or the business of any Subsidiary and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

            Section 1006. Maintenance of Properties. The Company will cause all
properties used or useful in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the reasonable judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any of
such properties if such discontinuance is, in the reasonable judgment of the
Company, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Holders.

            Section 1007. Payment of Taxes and Other Claims. The Company shall
pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges (including
withholding taxes and any penalties, interest and additions to taxes) levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all material lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings and for
which disputed amounts adequate reserves have been made.


                                       48
<PAGE>
            Section 1008. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and
perform such further acts as may be reasonably necessary or proper to carry out
more effectively the purposes of this Indenture.

            Section 1009. Limitation on Liens(a) . (a) The Company will not, and
will not permit any Subsidiary to, incur, issue, assume or Guaranty any
Indebtedness if such Indebtedness is secured by a pledge of, lien on, or
security interest in any shares of Voting Stock of any Significant Subsidiary,
whether such Voting Stock is now owned or shall hereafter be acquired, without
providing that the Securities (together with, if the Company shall so determine,
any other Indebtedness or Obligations of the Company or any Subsidiary ranking
equally with such Securities and then existing or thereafter created) shall be
secured equally and ratably with such Indebtedness. For the purposes of the
foregoing, pledging, placing a lien on or creating a security interest in any
shares of Voting Stock of a Significant Subsidiary in order to secure then
outstanding Indebtedness of the Company or any Subsidiary shall be deemed to be
the incurrence, issuance, assumption or Guaranty (as the case may be) of such
Indebtedness.

            (b)   The foregoing limitation shall not apply to (i) up to $250
million of Indebtedness incurred under revolving credit, term loan or other bank
facilities, including any refinancings, extensions, amendments or other
modification of such Indebtedness, (ii) Indebtedness secured by a pledge of,
lien on or security interest in any shares of Voting Stock of any corporation if
such pledge, lien or security interest is made or granted prior to or at the
time such corporation becomes a Significant Subsidiary, (iii) liens or security
interests securing Indebtedness of a Significant Subsidiary to the Company or
another Significant Subsidiary or (iv) the extension, renewal or replacement (or
successive extensions, renewals or replacements), in whole or in part, of any
lien or security interest referred to in the foregoing clauses (ii) and (iii)
but only if the principal amount of Indebtedness secured by the liens or
security interests immediately prior to the extension, renewal or replacement is
not increased and the lien or security interest is not extended to other
property.

            Section 1010. Limitations on Disposition of Stock of Significant
Subsidiaries. The Company will not, and will not permit any Subsidiary to, sell,
transfer or otherwise dispose of any shares of Capital Stock of any Significant
Subsidiary (or of any Subsidiary having direct or indirect control of any
Significant Subsidiary) except for, subject to the covenant relating to mergers
and sales of assets described in Section 801, (i) a sale, transfer or other
disposition of any Capital Stock of any Significant Subsidiary (or of any
Subsidiary having direct or indirect control of any Significant Subsidiary) to a
Wholly Owned Subsidiary of the Company or (ii) a sale, transfer or other
disposition for at least fair value (as determined by the Board of Directors
acting in good faith) of any of the Capital Stock of any Significant Subsidiary
(or of any Subsidiary having direct or indirect control of any Significant
Subsidiary) held by the Company and its Subsidiaries.

            Section 1011. Waiver of Certain Covenants. The Company may omit in
any particular instance to comply with any term, provision or condition set
forth in this Article X (other than Sections 1001 through 1004, inclusive), if
before the time for such


                                       49
<PAGE>
compliance the Holders of at least a majority (or such greater amount as may be
specified in any such term, provision or condition) in principal amount of the
Outstanding Securities shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

            Section 1101. Right of Redemption. The Securities may be redeemed,
in whole or from time to time in part, at the election of the Company on any
date, at the Redemption Price specified in the form of Security hereinbefore set
forth, together with accrued interest to the Redemption Date.

            Section 1102. Applicability of Article. Redemption of Securities at
the election of the Company, as permitted by any provision of the Securities or
this Indenture, shall be made in accordance with such provision and this Article
XI.

            Section 1103. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities pursuant to Section 1101 shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company
of less than all the Securities, the Company shall, at least 30 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities to be redeemed.

            Section 1104. Selection by Trustee of Securities to be Redeemed. If
less than all the Securities are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 30 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities 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 $1,000
or any integral multiple thereof) of the principal amount of Securities of a
denomination larger than $1,000.

            The Trustee shall promptly notify the Company and each Security
Registrar 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.


                                       50
<PAGE>
            Section 1105. Notice of Redemption. Notice of redemption shall be
given in the manner provided by Section 106, mailed not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register.

            All notices of redemption shall state:

            (1)   the Redemption Date,

            (2)   the formula or manner of calculation pursuant to which the
      Redemption Price will be determined,

            (3)   if less than all the Outstanding Securities are to be
      redeemed, the identification (and, in the case of partial redemption, 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 that interest
      thereon will cease to accrue on and after that date,

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

            (6)   the CUSIP number of the Securities to be redeemed.

            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 1106. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

            Section 1107. Securities Payable on Redemption Date. Notice of
redemption having been given 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 installments of interest whose Stated
Maturity is on or prior to the Redemption Date 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 Dates according to their terms and
the provisions of Section 307.


                                       51
<PAGE>
            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Security.

            Section 1108. Securities Redeemed in Part. Any Security which is to
be redeemed only in part shall be surrendered at an office or agency of the
Company designated for that purpose pursuant to Section 1002 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form reasonably 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 make available
for delivery to the Holder of such Security without service charge, a new
Security or Securities 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; except that
if a Global Security is so surrendered, the Company shall execute, and the
Trustee shall authenticate and make available for delivery to the Depositary for
such Global Security, without service charge, a new Global Security in a
denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Security so surrendered.

                                  ARTICLE XII

                       DEFEASANCE AND COVENANT DEFEASANCE

            Section 1201. Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may at its option by Board Resolution, at any time,
elect to have either Section 1202 or Section 1203 applied to the Outstanding
Securities upon compliance with the conditions set forth below in this Article
XII.

            Section 1202. Defeasance and Discharge. Upon the Company's exercise
of the option provided in Section 1201 applicable to this Section, the Company
shall be deemed to have been discharged from its obligations with respect to the
Outstanding Securities on the date the conditions set forth below are satisfied
(hereinafter, "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 and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of Outstanding Securities 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 premium, if any, and interest on such
Securities when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 305, 306, 307, 308, 607, 1002 and
1003, (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article XII.


                                       52
<PAGE>
            Subject to compliance with this Article XII, the Company may
exercise its option under this Section 1202 notwithstanding the prior exercise
of its option under Section 1203.

            Section 1203. Covenant Defeasance. Upon the Company's exercise of
the option provided in Section 1201 applicable to this Section, (i) the Company
shall be released from its obligations under any covenant contained in Article
VIII and in Sections 1006 through 1010 and (ii) the occurrence of an event
specified in Section 501(4) (with respect to any of Article VIII and Sections
1006 through 1010) shall not constitute an Event of Default, and such Sections
and Article shall no longer apply with respect to or for the benefit of the
Company, the Securities and the Holders of Securities on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance").
For this purpose, such Covenant Defeasance means that the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Sections or Article whether directly or
indirectly by reason of any reference elsewhere herein to any such Sections or
Article or by reason of any reference in any such Sections or Article to any
other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

            Section 1204. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 1202 or
Section 1203 to the Outstanding Securities:

            (1)   The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee satisfying the requirements
      of Section 609 who shall agree to comply with the provisions of this
      Article XII 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 such Securities, (A)
      money in an amount, or (B) U. S. Government Obligations which through the
      scheduled payment of principal and interest in respect thereof in
      accordance with their terms will provide, not later than one day before
      the due date of any payment, money in an amount, or (C) a combination
      thereof, 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 other qualifying trustee to pay and discharge,
      the principal of and premium, if any, and each installment of interest on
      the Securities on the Stated Maturity of such principal or installment of
      interest in accordance with the terms of this Indenture and of such
      Securities. For this purpose, "U.S. Government Obligations" means
      securities that are (x) direct obligations of the United States of America
      for the payment of which its full faith and credit is pledged or (y)
      obligations of a Person controlled or supervised by and acting as an
      agency or instrumentality of the United States of America the payment of
      which is unconditionally guaranteed as a full faith and credit obligation
      by the United States of America, which, in either case, are not callable
      or redeemable at the option of the issuer thereof, and shall also include
      a depository receipt issued by a bank (as defined in Section 3(a)(2) of
      the Securities Act of 1933, as amended) as


                                       53
<PAGE>
            custodian with respect to any such U.S. Government Obligation or a
            specific payment of principal of or interest on any such U.S.
            Government Obligation held by such custodian for the account of the
            holder of such depository receipt; provided that (except as required
            by law) such custodian is not authorized to make any deduction from
            the amount payable to the holder of such depository receipt from any
            amount received by the custodian in respect of the U.S. Government
            Obligation or the specific payment of principal of or interest on
            the U.S. Government Obligation evidenced by such depository receipt.

            (2)   In the case of an election under Section 1202, the Company
            shall have delivered to the Trustee an Opinion of Counsel stating
            that (x) the Company has received from, or there has been published
            by, the Internal Revenue Service a ruling or (y) since the date of
            this Indenture there has been a change in the applicable federal
            income tax law, in either case to the effect that, and based thereon
            such opinion shall confirm that, the Holders of the Outstanding
            Securities will not recognize income, gain or loss for federal
            income tax purposes as a result of such deposit, Defeasance and
            discharge and will be subject to federal income tax on the same
            amounts, in the same manner and at the same times as would have been
            the case if such Defeasance had not occurred.

            (3)   In the case of an election under Section 1203, the Company
            shall have delivered to the Trustee an Opinion of Counsel to the
            effect that the Holders of the Outstanding Securities will not
            recognize gain or loss for federal income tax purposes as a result
            of such Covenant Defeasance and will be subject to federal income
            tax on the same amounts, in the same manner and at the same times as
            would have been the case if such deposit and Covenant Defeasance had
            not occurred.

            (4)   The Company shall have delivered to the Trustee an Officers'
            Certificate to the effect that the Securities, if then listed on any
            securities exchange, will not be delisted as a result of such
            deposit, in the case of an election under Section 1202 or 1203.

            (5)   No Event of Default or event which with notice or lapse of
            time or both would become an Event of Default shall have occurred
            and be continuing on the date of such deposit or, insofar as
            Sections 501(5) and (6) are concerned, at any time during the period
            ending on the 90th day after the date of such deposit (it being
            understood that this condition shall not be deemed satisfied until
            the expiration of such period).

            (6)   Such Defeasance or Covenant Defeasance shall not cause the
            Trustee to have a conflicting interest as defined in Section 608 and
            for purposes of the Trust Indenture Act with respect to any
            securities of the Company.

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


                                       54
<PAGE>
            (8)   The Company shall have delivered to the Trustee an Officers'
            Certificate and an Opinion of Counsel, each stating that all
            conditions precedent provided for relating to either the Defeasance
            under Section 1202 or the Covenant Defeasance under Section 1203 (as
            the case may be) have been complied with.

            (9)   Such Defeasance or Covenant Defeasance shall not result in the
            trust arising from such deposit to constitute, unless it is
            qualified as, a regulated investment company under the Investment
            Company Act of 1940, as amended.

            Section 1205. Deposited Money and U. S. 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
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee collectively, for purposes of this Section 1205, the "Trustee") pursuant
to Section 1204 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 Holders of the Securities, of
all sums due and to become due thereon, in respect of principal and premium, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. 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 which by law is for
the account of the Holders of the Outstanding Securities.

            Anything in this Article XII 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 held by it as provided in
Section 1204 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount hereof which would then be
required to be deposited to effect an equivalent Defeasance or Covenant
Defeasance.

            Section 1206. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money in accordance with Section 1202 or 1203 by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to this Article XII until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 1202 or 1203; provided, however, that if the Company makes any
payment of principal of or premium, if any, or interest on any Security
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money held by the Trustee or Paying Agent.


                                       55
<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.

                                       INFINITY PROPERTY AND CASUALTY
                                       CORPORATION

                                       By:
                                             -----------------------------------
                                             Name:
                                             Title:

Attest:

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

                                       U.S. BANK NATIONAL ASSOCIATION,
                                           as Trustee

                                       By:
                                             -----------------------------------
                                             Name:
                                             Title:

Attest:

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


                                       56
<PAGE>
STATE OF                              )
         -----------------------------
                                      )           ss.:
COUNTY OF                             )
            --------------------------



            On the _____ day of _____, 2003 before me personally came
______________, to me known, who, being by me duly sworn, did depose and say
that s/he is the __________ _________________________________ of Infinity
Property and Casualty Corporation, the corporation

described in and which executed the foregoing instrument; and that s/he signed
his/her name thereto by authority of the Board of Directors of such corporation.



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


[NOTARIAL SEAL APPEARS HERE]


                                       57
<PAGE>
STATE OF                              )
         -----------------------------
                                      )           ss.:
COUNTY OF                             )
            --------------------------




            On the ____ day of __________, 2003 before me personally came
___________________ to me known, who, being by me duly sworn, did depose and say
that s/he is an _______________ of [__________________], a corporation described
in and which executed the foregoing

instrument; and that s/he signed his/her name thereto by authority of the Board
of Directors of such corporation.


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

[NOTARIAL SEAL APPEARS HERE]


                                       58
<PAGE>
                   Infinity Property and Casualty Corporation
                 Certain Sections of this Indenture relating to
                   Sections 310 through 318, inclusive, of the
                          Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                  Indenture Section
-----------                                                  -----------------
<S>                                                          <C>

(S) 310 (a) (1)                                              609
        (a) (2)                                              609
        (a) (3)                                              Not Applicable
        (a) (4)                                              Not Applicable
        (b)                                                  608
                                                             610
(S) 311 (a)                                                  613
        (b)                                                  613
(S) 312 (a)                                                  701
                                                             702
        (b)                                                  702
        (c)                                                  702
(S) 313 (a)                                                  703
        (b)                                                  703
        (c)                                                  703
        (d)                                                  703
(S) 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
(S) 315 (a)                                                  601
        (b)                                                  602
        (c)                                                  601
        (d)                                                  601
        (e)                                                  514
(S) 316 (a)                                                  101
        (a) (1) (A)                                          502
                                                             512
        (a) (1) (B)                                          513
        (a) (2)                                              Not Applicable
        (b)                                                  508
        (c)                                                  104
(S) 317 (a) (1)                                              503
        (a) (2)                                              504
        (b)                                                  1003
(S) 318 (a)                                                  +107
</TABLE>

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


                                       59