<PAGE>
                                                                     EXHIBIT 4.1

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                        CINCINNATI FINANCIAL CORPORATION

                                       to

                    The Bank of New York Trust Company, N.A.,

                                     Trustee

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

                                    INDENTURE

                          Dated as of November 1, 2004

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

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

<PAGE>

                               TABLE OF CONTENTS*

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                                                                                             PAGE
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<S>                                                                                          <C>
                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01. Definitions.............................................................         2

                                   ARTICLE 2
                                SECURITY FORMS

Section 2.01. Forms Generally.........................................................         8
Section 2.02. Amount Unlimited; Issuable in Series....................................         9
Section 2.03. Form of Trustee's Certificate of Authentication.........................        11
Section 2.04. Securities In Global Form...............................................        11

                                   ARTICLE 3
                                THE SECURITIES

Section 3.01. Execution Of Securities.................................................        13
Section 3.02. Temporary Securities....................................................        15
Section 3.03. Exchange And Registration Of Transfer Of Securities.....................        16
Section 3.04. Mutilated, Destroyed, Lost Or Stolen Securities.........................        17
Section 3.05. Payment Of Interest; Interest Rights Preserved..........................        18
Section 3.06. Persons Deemed Owners...................................................        19
Section 3.07. Cancellation Of Securities Paid, Etc....................................        20
Section 3.08. CUSIP Numbers...........................................................        20

                                   ARTICLE 4
                      PARTICULAR COVENANTS OF THE COMPANY

Section 4.01. Payment of Principal, Premium and Interest..............................        20
Section 4.02. Offices For Notices And Payments, Etc...................................        20
Section 4.03. Appointments To Fill Vacancies In Trustee's Office......................        21
Section 4.04. Provisions As To Paying Agent...........................................        21
Section 4.05. Limitation On Liens On Stock Of Subsidiaries............................        22
Section 4.06. Limitations On Disposition Of Stock Of Designated Subsidiaries..........        22
Section 4.07. Certificate To Trustee..................................................        23
Section 4.08. Waivers Of Covenants....................................................        24
</TABLE>

                                        i
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<TABLE>
<S>                                                                                           <C>
                                    ARTICLE 5
            HOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01. Holders' Lists.............................................................     24
Section 5.02. Preservation And Disclosure Of Lists.......................................     24
Section 5.03. Reports By The Company.....................................................     25
Section 5.04. Reports By The Trustee.....................................................     25

                                    ARTICLE 6
             REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

Section 6.01. Events Of Default..........................................................     25
Section 6.02. Payment Of Securities Upon Default; Suit Therefor..........................     28
Section 6.03. Application Of Moneys Collected By Trustee.................................     30
Section 6.04. Proceedings By Holders.....................................................     31
Section 6.05. Proceedings By Trustee.....................................................     31
Section 6.06. Remedies Cumulative And Continuing.........................................     32
Section 6.07. Direction Of Proceedings And Waiver Of Defaults By Majority Of Holders.....     32
Section 6.08. Notice Of Defaults.........................................................     33
Section 6.09. Undertaking To Pay Costs...................................................     33
Section 6.10. Unconditional Right Of Holders To Receive Principal, Premium And Interest..     33

                                   ARTICLE 7
                            CONCERNING THE TRUSTEE

Section 7.01. Duties And Responsibilities Of Trustee.....................................     34
Section 7.02. Reliance on Documents, Opinions, etc.......................................     34
Section 7.03. No Responsibility For Recitals, Etc........................................     35
Section 7.04. Trustee And Agents May Own Securities......................................     36
Section 7.05. Moneys To Be Held In Trust.................................................     36
Section 7.06. Compensation And Expenses Of Trustee.......................................     36
Section 7.07. Officers' Certificate As Evidence..........................................     37
Section 7.08. Conflicting Interest Of Trustee............................................     37
Section 7.09. Eligibility Of Trustee.....................................................     37
Section 7.10. Resignation Or Removal Of Trustee..........................................     38
Section 7.11. Acceptance By Successor Trustee............................................     39
Section 7.12. Succession By Merger, Etc..................................................     40
Section 7.13. Limitation On Rights Of Trustee As A Creditor..............................     40
Section 7.14. Authenticating Agents......................................................     40

                                    ARTICLE 8
                             CONCERNING THE HOLDERS

Section 8.01. Action By Holders..........................................................     43
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                                       ii

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<S>                                                                                              <C>
Section 8.02. Proof Of Execution By Holders...................................................   44
Section 8.03. Who Are Deemed Absolute Owners..................................................   44
Section 8.04. Company-Owned Securities Disregarded............................................   44
Section 8.05. Revocation Of Consents; Future Holders Bound....................................   45

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent Of Holders..............................   45
Section 9.02. Supplemental Indentures With Consent Of Holders.................................   47
Section 9.03. Effect Of Supplemental Indentures...............................................   47
Section 9.04. Notation On Securities..........................................................   48
Section 9.05. Evidence Of Compliance Of Supplemental Indenture To Be Furnished Trustee........   48

                                   ARTICLE 10
                   CONSOLIDATION, MERGER, SALE AND CONVEYANCE

Section 10.01. Company May Consolidate, Etc., On Certain Terms................................   48
Section 10.02. Successor Corporation To Be Substituted........................................   49
Section 10.03. Opinion Of Counsel To Be Given Trustee.........................................   49

                                   ARTICLE 11
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 11.01. Satisfaction, Discharge And Defeasance Of The Securities.......................   50
Section 11.02. Defeasance Of The Securities...................................................   51
Section 11.03. Application Of Trust Funds; Indemnification....................................   52
Section 11.04. Return Of Unclaimed Moneys.....................................................   53

                                   ARTICLE 12
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 12.01. Indenture And Securities Solely Corporate Obligations..........................   53

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

Section 13.01. Provisions Binding On Successors Of The Company................................   54
Section 13.02. Indenture For Sole Benefit Of Parties And Holders Of The Securities............   54
Section 13.03. Addresses For Notices, Etc.....................................................   54
Section 13.04. New York Contract..............................................................   55
Section 13.05. Evidence Of Compliance With Conditions Precedent...............................   55
Section 13.06. Legal Holidays.................................................................   55
Section 13.07. Trust Indenture Act To Control.................................................   56
Section 13.08. Table Of Contents, Headings, Etc...............................................   56
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                                      iii

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<S>                                                                                             <C>
Section 13.09. Execution In Counterparts......................................................  56
Section 13.10. Waiver of Jury Trial...........................................................  56
Section 13.11. Force Majeure..................................................................  56

        Signatures & Acknowledgments..........................................................  57
</TABLE>

      * This table of contents shall not, for any purpose, be deemed to be a
part of this Indenture.

                                       iv
<PAGE>

                             CROSS REFERENCE SHEET**

      Provisions of Sections 310 through 318(a) inclusive of Trust Indenture Act
and the Indenture dated as of November 1, 2004 between Cincinnati Financial
Corporation and The Bank of New York Trust Company, N.A., as Trustee.

<TABLE>
<CAPTION>
                         SECTION OF ACT                             SECTION OF INDENTURE
------------------------------------------------------------------  --------------------
<S>                                                                 <C>
310(a)(1) and (2).................................................  7.09
310(a)(3) and (4).................................................  *
310(b)............................................................  7.08 and 7.10
310(c)............................................................  *
311(a) and (b)....................................................  7.13
311(c)............................................................  *
312(a)............................................................  5.01 and 5.02(a)
312(b)............................................................  5.02(b)
312(c)............................................................  5.02(c)
313(a)(1), (2), (3), (4), (6) and (7).............................  5.04(a)
313(a)(5).........................................................  *
313(b)(1).........................................................  *
313(b)(2).........................................................  5.04(a)
313(c) and (d)....................................................  5.04(b)
314(a)(1), (2) and (3)............................................  5.03
314(b)............................................................  *
314(c)(1).........................................................  13.05
314(c)(2).........................................................  13.05
314(c)(3).........................................................  *
314(d)............................................................  *
314(e)............................................................  13.05
314(f)............................................................  *
315(a), (c) and (d)...............................................  7.01
315(b)............................................................  6.08
315(e)............................................................  6.09
316(a)(1).........................................................  6.07
316(a)(2).........................................................  *
316(a) last para..................................................  8.04
316(b)............................................................  6.10
317(a)............................................................  6.02
317(b)............................................................  4.04
318(a)............................................................  13.07
</TABLE>

------------------
*     Not applicable.

**    This cross reference sheet shall not, for any purpose, be deemed to be
      part of the Indenture.

      THIS INDENTURE, dated as of November 1, 2004, between Cincinnati Financial
Corporation, an Ohio corporation (the "COMPANY"), and The Bank of

<PAGE>

New York Trust Company, N.A., a national banking association, as trustee (the
"TRUSTEE").

                             RECITALS OF THE COMPANY

      WHEREAS, the Company has duly authorized the issue from time to time of
its unsecured senior debentures, notes or other evidences of indebtedness to be
issued in one or more series (the "SECURITIES") up to such principal amount or
amounts as may from time to time be authorized in accordance with the terms of
this Indenture and to provide, among other things, for the authentication,
delivery and administration thereof, the Company has duly authorized the
execution and delivery of this Indenture; and

      WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement of the Company, in accordance with its terms, have been done;

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE 1
                                   DEFINITIONS

      Section 1.01. Definitions. The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01. All other
terms used in this Indenture which are defined in the Trust Indenture Act or
which are by reference therein defined in the Securities Act shall have (except
as herein otherwise expressly provided or unless the context otherwise requires)
the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this Indenture. All
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles and, except as
otherwise herein expressly provided, the term "generally accepted accounting
principles" ("GAAP") with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the
date of such computation. All references to such terms herein shall be both to
the singular or the plural, as the context so requires.

      "AFFILIATE", when used with respect to 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

                                       2

<PAGE>

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 the agent of the Trustee, if any, which at
the time shall be appointed and acting pursuant to Section 7.14.

      "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
authorized committee of such Board designated by the Board of Directors or the
by-laws or the articles of incorporation of the Company to act for such Board
for purposes of this Indenture.

      "BOARD RESOLUTION" means a copy of a resolution certified by a Vice
President, 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, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
to close.

      "COMPANY" means Cincinnati Financial Corporation, an Ohio corporation,
and, subject to Article 10, shall include its successors and assigns.

      "COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written
request or order signed in the name of the Company by its Chairman of the Board,
Vice Chairman of the Board, President or a Vice President, and by its Treasurer,
Secretary, Assistant Secretary or Assistant Treasurer, and delivered to the
Trustee.

      "CONSOLIDATED NET WORTH" means the Company's assets minus liabilities,
determined on a consolidated basis in accordance with GAAP, as of the end of the
most recent fiscal quarter of the Company ending prior to the taking of any
action for the purpose of which the determination is being made.

      "DEPOSITORY" means The Depository Trust Company, New York, New York, or
any successor thereto registered as a clearing agency pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation.

      "DESIGNATED SUBSIDIARY" means any present or future consolidated
subsidiary of the Company, the Consolidated Net Worth of which constitutes at
least 10% of the Consolidated Net Worth of the Company.

                                       3
<PAGE>

      "DOLLAR" means the coin or currency of the United States of America which
as of the time of payment is legal tender for the payment of public and private
debts.

      "EVENT OF DEFAULT" means any event specified in Section 6.01, continued
for the period of time, if any, and after the giving of the notice, if any,
therein designated.

      "GLOBAL SECURITY" means a Security issued to evidence all or part of a
series of Securities.

      "GOVERNMENT OBLIGATIONS" means securities which are (i) direct obligations
of the United States of America or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which obligations is unconditionally guaranteed by such
government, and which, in either case, are full faith and credit obligations of
the United States of America, are denominated in United States dollars and which
are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act) as custodian with respect to any such Government
Obligation or a specific payment of principal of or interest on any such
Government Obligation held by such custodian for the account of the holder of
such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of principal of or
interest on the Government Obligation evidenced by such depository receipt.

      "HOLDER" means any Person in whose name a Security is registered in the
applicable Security Register.

      "INDEBTEDNESS" of any Person means the principal of and premium, if any,
and interest due on indebtedness of such Person, whether outstanding on the date
of this Indenture or thereafter created, incurred or assumed, which is (a)
indebtedness for money borrowed, and (b) any amendments, renewals, extensions,
modifications and refundings of any such indebtedness. For the purposes of this
definition, "indebtedness for money borrowed" means (i) any obligation of, or
any obligation guaranteed by, such Person for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, (ii) any obligation of, or any such obligation guaranteed by, such
Person evidenced by bonds, debentures, notes or similar written instruments,
including obligations assumed or incurred in connection with the acquisition of
property, assets or businesses (provided, however, that the deferred purchase
price of any other business or property or assets shall not be considered
Indebtedness if the purchase price thereof is payable in full within 90 days
from the date on which such indebtedness was created), and (iii) any obligations
of such Person as lessee

                                       4
<PAGE>

under leases required to be capitalized on the balance sheet of the lessee under
generally accepted accounting principles and leases of property or assets made
as part of any sale and lease-back transaction to which such Person is a party.

      "INDENTURE" means this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented, pursuant to the
applicable provisions hereof, and shall include the forms and terms of
particular series of Securities established as contemplated hereunder.

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

      "ISSUE DATE", for each series of Securities, means the issue date as
specified in the Supplemental Indenture or Board Resolutions related to such
series of Securities.

      "OFFICERS' CERTIFICATE", when used with respect to the Company, means a
certificate signed by its Chairman of the Board, Vice Chairman of the Board,
President, or a Vice President and by its Treasurer, Secretary, Assistant
Secretary or Assistant Treasurer and delivered to the Trustee. Each such
certificate shall include the statements provided for in Section 13.05 to the
extent required by the provisions of such Section.

      "OPINION OF COUNSEL" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Company, and who shall be reasonably
acceptable to the Trustee. Each such opinion shall include the statements
provided for in Section 3.01 and Section 13.05 to the extent required by the
provisions of such Sections.

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

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

            (ii)  such Securities for whose payment 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;

            (iii) such Securities in exchange for or in lieu of which other such
      Securities have been authenticated and delivered pursuant to this
      Indenture, or such Securities which have been paid, pursuant to this
      Indenture, unless proof satisfactory to the Trustee is presented that any

                                       5
<PAGE>

      such Securities are held by Persons in whose hands any of such Securities
      are a legal, valid and binding obligation of the Company; and

            (iv)  such Securities the indebtedness in respect to which has been
      discharged in accordance with Section 11.01;

provided, however, that in determining whether the Holders of the requisite
principal amount of such Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, such Securities
owned by the Company or such other obligor upon such Securities or any Affiliate
of the Company or 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 such Securities which a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded. Such 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 such obligor upon such Securities or any Affiliate of the
Company or such other obligor. In case of a dispute as to such right, the
decision of the Trustee upon the advice of counsel shall be full protection to
the Trustee. Upon request of the Trustee, the Company shall furnish to the
Trustee promptly an Officers' Certificate listing and identifying all such
Securities, if any, known by the Company to be owned or held by or for the
account of any of the above described Persons; and, subject to the provisions of
Section 7.01, the Trustee shall be entitled to accept such Officers' Certificate
as conclusive evidence of the facts therein set forth and of the fact that all
such Securities not listed therein are Outstanding for the purpose of any such
determination.

      "PAYING AGENT" means any Person (which may include the Company) authorized
by the Company to pay the principal of or interest, if any, on any Security on
behalf of the Company.

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

      "PLACE OF PAYMENT", when used with respect to any series of Securities,
means the place or places where the principal of (premium, if any) and interest
on those Securities are payable as specified in Section 4.02 or as otherwise
provided in the Board Resolution or related Officers' Certificate or
Supplemental Indenture relating to such Securities.

      "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

                                       6
<PAGE>

authenticated and delivered under Section 3.04 in lieu of a mutilated, lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Security.

      "PRINCIPAL OFFICE OF THE TRUSTEE", or other similar terms, means the
designated office of the Trustee in Cincinnati, Ohio, at which at any particular
time its corporate trust business shall be administered, which office on the
date hereof is located at 525 Vine Street, Suite 900, Cincinnati, Ohio 45202.

      "PUBLIC NOTICE" shall, without limitation, include any filing or report
made in accordance with the requirements of the Securities and Exchange
Commission or any press release or public announcement made by the Company.

      "REGULAR RECORD DATE" for the interest payable on any Security on any
Interest Payment Date means the date specified in such Security as the "Regular
Record Date".

      "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
officer of the Trustee assigned to administer corporate trust matters.

      "SECURITY" or "SECURITIES" has the meaning stated in the first recital of
this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.

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

      "SECURITY CUSTODIAN" means the Trustee, as custodian with respect to the
Global Securities, or any successor entity thereto.

      "SECURITY REGISTER" shall have the meaning set forth in Section 3.03.

      "SPECIAL RECORD DATE" for the payment of any Defaulted Interest (as
defined in Section 3.05) means a date fixed by the Trustee pursuant to Section
3.05.

      "STATED MATURITY" when used with respect to any Security or any
installment of principal thereof or 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 of which the Company, or the Company
and one or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own more than 50% of the Voting Stock.

      "SUPPLEMENTAL INDENTURE" shall have the meaning set forth in Section 9.01.

                                       7
<PAGE>

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

      "TRUSTEE" means The Bank of New York Trust Company, N.A., and, subject to
the provisions of Article Seven hereof, shall also include its successors and
assigns as Trustee hereunder.

      "VOTING STOCK" means outstanding shares of capital stock having under
ordinary circumstances voting power for the election of directors whether at all
times or only so long as no senior class of stock has such voting power by
reason of the happening of any contingency.

                                   ARTICLE 2
                                 SECURITY FORMS

      Section 2.01. Forms Generally. (a) The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more resolutions of the Board of Directors
(as set forth in Board Resolutions or, to the extent set forth in an Officers'
Certificate pursuant to a Board Resolution, an Officers' Certificate detailing
such establishment) or in one or more Supplemental Indentures, in each case,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have imprinted or
otherwise reproduced hereon such legend or legends, not inconsistent with the
provisions of this Indenture, as may be required to comply with any law or with
any rules or regulations pursuant thereto, or with any rules of any securities
exchange or to conform to general usage, all as may be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities.

      Global Securities shall be substantially in the form set forth in this
Article, including the text referred to in Section 2.04. Each Global Security
shall represent such of the Outstanding Securities as shall be specified therein
and each shall provide that it shall represent the aggregate amount of such
series of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of such series of Outstanding Securities represented thereby
may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemptions. Any endorsement of a Global Security to reflect the
amount of any increase or decrease in the amount of a series of Outstanding
Securities represented thereby shall be made by the Trustee or the Security
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 3.03 hereof.

                                       8
<PAGE>

      The terms and provisions contained in any series of Securities shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

      Section 2.02. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

      The Securities may be issued in one or more series. There shall be
established by or pursuant to one or more resolutions of the Board of Directors
and set forth in a Board Resolution or to the extent established pursuant to
(rather than set forth in) such Board Resolutions by an Officers' Certificate
detailing such establishment, or established by one or more Supplemental
Indentures, prior to the initial issuance of Securities of any series;

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

            (ii)  any limit upon the aggregate principal amount of the
      Securities of the series that may be authenticated and delivered under
      this Indenture (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, other
      Securities of the series pursuant to Section 3.02, 3.03 or 3.04);

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

            (iv)  the rate or rates at which the Securities of the series shall
      bear interest, if any, or the method by which such rate shall be
      determined, the date or dates from which such interest shall accrue, the
      interest payment dates on which such interest shall be payable and the
      record dates for the determination of Holders to whom interest is payable;

            (v)   the place or places where the principal of and any interest on
      Securities of the series shall be payable (if other than as provided in
      Section 4.02);

            (vi)  the price or prices at which, the period or periods within
      which and the terms and conditions upon which Securities of the series may
      be redeemed, in whole or in part, at the option of the Issuer, pursuant to
      any sinking fund or otherwise;

            (vii) the obligation, if any, of the Issuer to redeem, purchase or
      repay Securities of the series pursuant to any mandatory redemption,
      sinking fund or analogous provisions or at the option of a Holder thereof
      and the price or prices at which and the period or periods within which
      and

                                       9
<PAGE>

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

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

            (ix)  if other than the principal amount thereof, the portion of the
      principal amount of Securities of the series which shall be payable upon
      declaration of acceleration of the maturity thereof pursuant to Section
      6.02 or provable in bankruptcy pursuant to Section 6.02;

            (x)   any Event of Default with respect to the Securities of a
      particular series if not set forth herein;

            (xi)  any other terms of the series (which terms shall not be
      inconsistent with the provisions of this Indenture);

            (xii) any trustees, authenticating or paying agents, transfer agents
      or registrars or any other agents with respect to the Securities of such
      series;

            (xiii) if other than the coin or currency in which the Securities of
      that series are denominated, the coin or currency in which payment of the
      principal of or interest on the Securities of such series shall be
      payable;

            (xiv) if the principal of or interest on the Securities of such
      series are to be payable, at the election of the Issuer or a Holder
      thereof, in a coin or currency other than that in which the Securities are
      denominated, the period or periods within which, and the terms and
      conditions upon which, such election may be made;

            (xv)  if the amount of payments of principal of and interest on the
      Securities of the series may be determined with reference to an index, the
      manner in which such amounts shall be determined;

            (xvi) if and under what circumstances the Issuer will pay additional
      amounts on the Securities of the series held by a person who is not a U.S.
      person in respect of any tax, assessment or governmental charge withheld
      or deducted and, if so, whether the Issuer will have the option to redeem
      such Securities rather than pay such additional amounts;

            (xvii) if the Securities of such series are to be issuable in
      definitive form (whether upon original issue or upon exchange of a
      temporary Security of such series) only upon receipt of certain
      certificates

                                       10
<PAGE>

      or other documents or satisfaction of other conditions, the form and terms
      of such certificates, documents or conditions; and

            (xviii) any other affirmative or negative covenants with respect to
      the Securities of such series.

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
such Board Resolutions or Officers' Certificate referred to above or as set
forth in any such Supplemental Indenture. All Securities of any one series need
not be issued at the same time and may be issued from time to time, consistent
with the terms of the Indenture, if so provided by or pursuant to such Board
Resolutions, such Officers' Certificate or in any such Supplemental Indenture.

      Section 2.03. Form of Trustee's Certificate of Authentication. (a) The
following is the form of the Certificate of Authentication of the Trustee to be
endorsed on the face of all Securities substantially as follows:

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

                                            The Bank of New York Trust Company,
                                                N.A., as Trustee

                                            By: ________________________________
                                                Authorized Signatory

      Section 2.04 . Securities In Global Form. (a) Except as set forth in
paragraph (c) below or in a Supplemental Indenture, Board Resolution or
Officers' Certificate pursuant thereto relating to a series of Securities, the
Global Securities (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the Outstanding Securities of such
series of Securities, (ii) shall be registered in the name of the Depository or
its nominee, (iii) shall be delivered by the Trustee or its agent to the
Depository or pursuant to the Depository's instruction and (iv) shall bear a
legend substantially to the following effect:

      THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
      HEREAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
      NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
      SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
      AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
      NOMINEE OF THE DEPOSITORY TO THE

                                       11
<PAGE>

      DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR
      ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
      DEPOSITORY.

      In addition, the reverse of each Global Security shall have attached to it
a Schedule in the following form:

                 SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES

      The following exchanges of a part of this Global Security for definitive
Securities have been made:

<TABLE>
<CAPTION>
                                                          PRINCIPAL AMOUNT OF
            AMOUNT OF DECREASE                                THIS GLOBAL          SIGNATURE OF
            IN PRINCIPAL AMOUNT   AMOUNT OF INCREASE IN    SECURITY FOLLOWING  AUTHORIZED SIGNATORY
 DATE OF      OF THIS GLOBAL       PRINCIPAL AMOUNT OF     SUCH DECREASE (OR       OF TRUSTEE OR
EXCHANGE         SECURITY          THIS GLOBAL SECURITY        INCREASE)        SECURITY CUSTODIAN
--------    -------------------   ---------------------   -------------------  -------------------
<S>         <C>                   <C>                     <C>                  <C>
</TABLE>

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

      (b)   Notwithstanding any other provision of this Section 2.04 or of
Section 3.03, and subject to the provisions of paragraph (c) below, the Global
Security may be transferred, in whole but not in part and in the manner provided
in Section 3.03, only to a nominee of the Depository, to the Depository, or a
successor Depository selected or approved by the Company, or to a nominee of
such successor Depository.

      (c)   (i) If at any time the Depository notifies the Company that it is
unwilling or unable to continue as Depository or if at any time the Depository
shall no longer be eligible or in good standing under the Securities Exchange
Act of 1934, as amended, or other applicable statute or regulation, the Company
shall appoint a successor Depository. If a successor Depository is not appointed
by the Company within 90 days after the Company receives notice or becomes aware
of such ineligibility, the Company will execute, and the Trustee or its agent,
upon receipt of a Company Request for the authentication and delivery of
certificates representing Securities in exchange for the Global Securities, will
authenticate and deliver, certificates representing the Securities in exchange
for the Global Securities.

            (ii)  Securities represented by Global Securities will be
      exchangeable for Securities in definitive form with the same terms in
      authorized denominations only if (1) DTC notifies the Company that it is
      unwilling or unable to continue as Depositary or if DTC ceases to be a
      clearing agency registered under applicable law and a successor Depositary
      is not appointed by the Company within 90 days; (2) the Company determines
      not to require all of such Securities to be represented

                                       12
<PAGE>

      by Global Securities and notifies the Trustee of such decision; or (3) an
      Event of Default has occurred and is continuing with respect to the
      Securities and has not been cured. In any such event the Company will
      execute, and the Trustee, upon receipt of a Company Request for the
      authentication and delivery of definitive certificates representing
      Securities in exchange in whole or in part for such Global Securities,
      will authenticate and deliver certificates representing Securities of like
      tenor and terms in definitive form in an aggregate principal amount equal
      to the principal amount of such Global Security or Global Securities or
      portion thereof in exchange for such Global Security or Global Securities.

            (iii) In any exchange provided for in any of the preceding two
      paragraphs, the Company will execute and the Trustee or its agent will
      authenticate and deliver certificates representing Securities in
      definitive registered form in authorized denominations for Securities of
      any integral multiple thereof. Upon the exchange of the entire principal
      amount of a Global Security for certificates representing Securities, such
      Global Security shall be canceled by the Trustee or its agent. Except as
      provided in the preceding paragraph, certificates representing Securities
      issued in exchange for a Global Security pursuant to this Section shall be
      registered in such names and in such authorized denominations for
      Securities of any integral multiple thereof, as the Security Registrar or
      Depository shall instruct the Trustee or its agent. The Trustee or the
      Security Registrar shall deliver at its Corporate Trust Office such
      certificates representing Securities to the Holders in whose names such
      Securities are so registered.

                                   ARTICLE 3
                                 THE SECURITIES

      Section 3.01. Execution Of Securities. The Securities shall be executed
manually or by facsimile in the name and on behalf of the Company by its
Chairman of the Board of Directors, its President, one of its Vice Presidents or
its Treasurer and by its Secretary or one of its Assistant Secretaries. Only
such Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, manually executed by the
Trustee, shall be entitled to the benefits of this Indenture or be valid or
become obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Company shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the Holder is entitled to the benefits of this Indenture.

      In case any officer of the Company who shall have executed any of the
Securities shall cease to be such officer before the Securities so executed
shall have been authenticated and delivered by the Trustee, or disposed of by
the Company, such Securities nevertheless shall be valid and binding and may be

                                       13
<PAGE>

authenticated and delivered or disposed of as though the Person who executed
such Securities had not ceased to be such officer of the Company; and any
Securities may be executed on behalf of the Company by such Persons as, at the
actual date of the execution of such Security, shall be the proper officers of
the Company, although at the date of such Security or of the execution of this
Indenture any such Person was not such an officer.

      In the event that any other Person performs the Trustee's duties as
Authenticating Agent pursuant to a duly executed agreement, the Company shall
notify the Trustee in writing of the issuance of any Securities hereunder, such
notice to be delivered in accordance with the provisions of Section 13.03 on the
date such Securities are delivered by the Company for authentication to such
other Person.

      Prior to the authentication and delivery of any Securities, the Trustee
shall receive, and shall be fully protected in conclusively relying upon, in
addition to a Company Order, the Opinion of Counsel to be furnished to the
Trustee pursuant to Section 13.05 and the Officers' Certificate relating to the
issuance of Securities pursuant to Section 13.05, Opinions of Counsel stating
that:

            (1)   all instruments furnished to the Trustee conform to the
      requirements of this Indenture and constitute sufficient authority
      hereunder for the Trustee to authenticate and deliver such Securities;

            (2)   all laws and requirements with respect to the form and
      execution by the Company of the Supplemental Indenture, if any, have been
      complied with, the execution and delivery of the Supplemental Indenture,
      if any, will not violate the terms of this Indenture, the Supplemental
      Indenture has been duly qualified under the Trust Indenture Act (or that
      such qualification is not required), the Company has corporate power to
      execute and deliver any such Supplemental Indenture and has taken all
      necessary corporate action for those purposes and any such Supplemental
      Indenture has been executed and delivered and constitutes the legal, valid
      and binding obligation of the Company enforceable in accordance with its
      terms (subject, as to enforcement of remedies, to applicable bankruptcy,
      reorganization, insolvency, moratorium or other laws affecting creditors'
      rights generally from time to time in effect);

            (3)   the form and terms of such Securities comply with the
      provisions of this Indenture;

            (4)   all laws and requirements with respect to the execution and
      delivery by the Company of such Securities have been complied with, the
      authentication and delivery of the Securities by the Trustee will not
      violate the terms of this Indenture, the Company has the corporate power
      to issue such Securities and such Securities, assuming due authentication
      and

                                       14
<PAGE>

      delivery by the Trustee, constitute legal, valid and binding obligations
      of the Company in accordance with their terms (subject, as to enforcement
      of remedies, to applicable bankruptcy, reorganization, insolvency,
      moratorium or other laws affecting creditors' rights generally from time
      to time in effect) and are entitled to the benefits of this Indenture; and

            (5)   such other matters as the Trustee may reasonably request.

      The Trustee shall not be required to authenticate such Securities if the
issue thereof will adversely affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee or such action would expose
the Trustee to personal liability to existing Holders.

      Unless otherwise provided in the form of Security, all Securities shall be
dated the date of their 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.

      The Company shall initially execute and the Trustee shall authenticate and
deliver one or more Global Securities that (i) shall represent an aggregate
principal amount equal to the aggregate principal amount of any series of
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 instructions and (iv) shall bear a
legend substantially in the form required in Section 2.04 or in the Supplemental
Indenture or Board Resolutions related to such Global Securities.

      The Depositary must, at all times while it serves as such Depositary, be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and any other applicable statute or regulation.

      Section 3.02. Temporary Securities. Pending the preparation of definitive
Securities, the Company may execute, and upon receipt of the documents required
by Sections 2.02 and 3.01, together with a Company Order, the Trustee shall
authenticate and deliver, such temporary Securities which may be printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denominations, substantially of the tenor of such definitive Securities in lieu
of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such temporary

                                       15
<PAGE>

Securities may determine, as evidenced by their execution of such temporary
Securities.

      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 maintained by the Company for such purposes as provided in Section
4.02, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefore a like principal amount of
definitive Securities having the same interest rate and Stated Maturity and
bearing interest from the same date of any 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 3.03. Exchange And Registration Of Transfer Of Securities.
Securities may be exchanged for a like aggregate principal amount of Securities
that are of other authorized denominations. Securities to be exchanged shall be
surrendered at any office or agency to be maintained for such purpose by the
Company, as provided in Section 4.02, and the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor the Security or
Securities of authorized denominations which the Securityholder making the
exchange shall be entitled to receive. Each agent of the Company appointed
pursuant to Section 4.02 as a person authorized to register and register
transfer of Securities is sometimes herein referred to as a "Security
registrar."

      The Company shall keep, at each such office or agency of the Company
maintained for such purpose, as provided in Section 4.02, a register hereunder
(the registers of all Security registrars 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 shall register the transfer of Securities as in this Article 3
provided. At all reasonable times, such Security Register shall be open for
inspection by the Trustee and any Security registrar other than the Trustee.
Upon due presentment for registration of transfer of any Security at any such
office or agency, the Company shall execute and register and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of authorized denominations for an equal aggregate
principal amount. Registration or registration of transfer of any Security by
any Security registrar in the registry books maintained by such Security
registrar, and delivery of such Security, duly authenticated, shall be deemed to
complete the registration or registration of transfer of such Security.

      The Company will at all times designate one Person (who may be the Company
and who need not be a Security registrar) to act as repository of a

                                       16
<PAGE>

master list of names and addresses of Holders of the Securities. The Trustee
shall act as such repository unless and until some other Person is, by written
notice from the Company to the Trustee and each Security registrar, designated
by the Company to act as such. The Company shall cause each Security registrar
to furnish to such repository, on a current basis, such information as such
repository may reasonably request as to registrations, transfers, exchanges and
other transactions effected by such registrar, as may be necessary or advisable
to enable such repository to maintain such master list on as current a basis as
is reasonably practicable.

      No Person shall at any time be appointed as or act as a Security registrar
unless such Person is at such time empowered under applicable law to act as such
and duly registered to act as such under and to the extent required by
applicable law and regulations.

      All Securities presented to a Security registrar for registration of
transfer shall be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and such Security
registrar duly executed by the registered Holder or his attorney duly authorized
in writing.

      No service charge shall be made for any exchange or registration of
transfer 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
therewith.

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

      None of the Trustee, any agent of the Trustee, any Paying Agent or the
Company will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

      Section 3.04. Mutilated, Destroyed, Lost Or Stolen Securities. In case any
temporary or definitive Security shall become mutilated or be destroyed, lost or
stolen, the Company in its discretion may execute, and upon its request the
Trustee shall authenticate and deliver, a new Security, bearing a number, letter
or other distinguishing mark not contemporaneously Outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in

                                       17
<PAGE>

every case of destruction, loss or theft, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft, of such Security and of the ownership thereof.

      In the absence of notice to the Trustee or the Company that such Security
has been acquired by a bona fide purchaser, the Trustee shall authenticate any
such substituted Security and deliver the same upon any Company Request. Upon
the issuance of any substituted Security, 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 connected therewith. In case
any Security which has matured or is about to mature shall become mutilated or
be destroyed, lost or stolen, the Company may, instead of issuing a substituted
Security, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Security) if the applicant for such payment
shall furnish to the Company and to the Trustee such security or indemnity as
may be required by them to save each of them harmless and, in case of
destruction, loss or theft, evidence satisfactory to the Company and to the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.

      Every substituted Security issued pursuant to the provisions of this
Section 3.04 by virtue of the fact that any Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder. All
Securities shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities and shall preclude (to the
extent permitted by law) any and all other rights or remedies with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

      Section 3.05. Payment Of Interest; Interest Rights Preserved. Interest
which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date, on any Security, shall unless otherwise provided in such Security
be paid to the Person in whose name the 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 registered Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:

                                       18
<PAGE>

            (1)   The Company may elect to make payment of any Defaulted
      Interest to the Persons in whose names any such 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 satisfactory to the Trustee for such
      deposit prior to the date of the proposed payment, such money when
      deposited to be held in trust for the benefit of the Persons entitled to
      such Defaulted Interest as in this clause provided. Thereupon the Trustee
      shall fix a Special Record Date for the payment of such Defaulted Interest
      which shall be not more than 15 days and not less than 10 days prior to
      the date of the proposed payment and not less than 10 days after the
      receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Company of such Special Record Date and, in the
      name and at the expense of the Company, shall cause notice of the proposed
      payment of such Defaulted Interest and the Special Record Date therefore
      to be mailed, first-class postage prepaid, to each Holder of such
      Securities, 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
      therefore having been mailed as aforesaid, such Defaulted Interest shall
      be paid to the Persons in whose names such Securities (or their respective
      Predecessor Securities) are registered on such Special Record Date and
      shall no longer be payable pursuant to the following Clause (2).

            (2)   The Company may make payment of any Defaulted Interest 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, if, after notice given by the
      Company to the Trustee of the proposed payment pursuant to this Clause,
      such payment shall be deemed practicable by the Trustee.

      Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon 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 3.06. Persons Deemed Owners. The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium, if any, and (subject to Section
3.05) interest on, such Security and for all other purposes whatsoever whether
or not any payments

                                       19
<PAGE>

due in respect of such Security be overdue, and neither the Company, the
Trustee, nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

      Section 3.07. Cancellation Of Securities Paid, Etc.. All Securities
surrendered for the purpose of payment, exchange or registration of transfer
shall, if surrendered to the Company or any agent of the Trustee or the Company
under this Indenture, be delivered to the Trustee and promptly canceled by it,
or, if surrendered to the Trustee, shall be promptly cancelled by it, and no
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Indenture. The Trustee shall dispose of cancelled
Securities in accordance with its customary procedures

      Section 3.08. CUSIP Numbers. The Company in issuing 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 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 printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee in writing of any change in the "CUSIP" numbers.

                                   ARTICLE 4
                       PARTICULAR COVENANTS OF THE COMPANY

      Section 4.01. Payment of Principal, Premium and Interest.

      The Company will duly and punctually pay or cause to be paid the principal
of and premium, if any, and interest on each of the Securities at the place, at
the respective times and in the manner provided in the Securities and in this
Indenture.

      Section 4.02. Offices For Notices And Payments, Etc. (a) So long as any
Securities remain Outstanding, the Company will maintain at the Place of
Payment, an office or agency where the Securities may be presented for payment,
an office or agency where the Securities may be presented for registration of
transfer and for exchange as in this Indenture provided, and an office or agency
where notices and demands to or upon the Company in respect of the Securities or
of this Indenture may be served and shall give the Trustee written notice
thereof and any changes in the location thereof. Such office or agency shall
initially be the designated office of the Trustee. In case the Company shall at
any time fail to maintain any such office or agency, or shall fail to give
notice to the Trustee of any change in the location thereof, presentation and
demand may be made and

                                       20
<PAGE>

notice may be served in respect of the Securities or of this Indenture at said
office of the Trustee.

            (b)   In addition to the office or agency maintained by the Company
      pursuant to Section 4.02(a), the Company may from time to time designate
      one or more other offices or agencies where the Securities may be
      presented for payment and presented for registration of transfer and for
      exchange in the manner provided in this Indenture, and the Company may
      from time to time rescind such designations, as the Company may deem
      desirable or expedient; provided, however, that no such designation or
      rescission shall in any manner relieve the Company of its obligation to
      maintain such office and agency at the Place of Payment, for the purposes
      above mentioned. The Company will give to the Trustee prompt written
      notice of (i) any such designation or rescission thereof, and (ii) the
      location of any such office or agency outside the Place of Payment and of
      any change of location thereof.

      Section 4.03. Appointments To Fill Vacancies In Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

      Section 4.04. Provisions As To Paying Agent. (a) (i) Whenever the Company
shall have one or more Paying Agents for the Securities other than the Trustee,
it will, on or before each due date of the principal of (and premium, if any) or
interest on any Securities, deposit with a Paying Agent a sum sufficient to pay
such amount becoming due, such sum to be held as provided by the Trust Indenture
Act, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.

            (ii)  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: (A) comply with any provisions
      of the Trust Indenture Act applicable to it as a Paying Agent and (B)
      during the continuance of any default by the Company (or any other obligor
      upon the Securities) in the making of any payment in respect of the
      Securities, upon the written request of the Trustee, forthwith pay to the
      Trustee all sums held in trust by such Paying Agent as such.

      (b)   If the Company shall act as its own paying agent, it will, on or
prior to each due date of the principal of and premium, if any, or interest on
the Securities, set aside, segregate and hold in trust for the benefit of the
Holders of such Securities a sum sufficient to pay such principal and premium,
if any, or interest so becoming due and will notify the Trustee of any failure
to take such action and of any failure by the Company (or by any other obligor
on the

                                       21
<PAGE>
Securities) to make any payment of the principal of and premium, if any, or
interest on the Securities when the same shall become due and payable.

      (c)   Anything in this Section 4.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture with respect to the Securities then Outstanding, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust by the Company, or any paying agent hereunder, as required by this Section
4.04, such sums to be held by the Trustee upon the trusts herein contained.

      (d)   Anything in this Section 4.04 to the contrary notwithstanding, the
agreement to hold sums in trust provided in this Section 4.04 is subject to
Section 11.04.

      Section 4.05. Limitation On Liens On Stock Of Subsidiaries. The Company
will not, and it will not permit any Subsidiary of the Company to, at any time
directly or indirectly create, assume, incur or permit to exist any Indebtedness
secured by a pledge, lien or other encumbrance (any pledge, lien or other
encumbrance being hereinafter in this Section referred to as a "lien") on the
capital stock of any Designated Subsidiary without making effective provision
whereby the Securities then Outstanding (and, if the Company so elects, any
other Indebtedness of the Company that is not subordinate to the Securities and
with respect to which the governing instruments require, or pursuant to which
the Company is otherwise obligated or required, to provide such security) shall
be equally and ratably secured with such secured Indebtedness so long as such
other Indebtedness shall be secured. For purposes of this Section 4.05 only,
"INDEBTEDNESS", in addition to those items specified in Section 1.01 hereof,
shall include any obligation of, or any such obligation guaranteed by, any
Person for the payment of amounts due under a swap agreement or other similar
instrument or agreement or foreign currency hedge exchange or similar instrument
or agreement.

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

      Section 4.06. Limitations On Disposition Of Stock Of Designated
Subsidiaries. Except in a transaction governed by Article Ten hereof, so long as

                                       22
<PAGE>

Securities are Outstanding, the Company will not issue, sell, transfer or
otherwise dispose of any shares of, securities convertible into or warrants,
rights or options to subscribe for or purchase shares of, capital stock (other
than preferred stock having no voting rights of any kind) of any Designated
Subsidiary, nor will it permit any Designated Subsidiary to issue (other than to
the Company) any shares (other than directors' qualifying shares) of, or
securities convertible into, or warrants, rights or options to subscribe for or
purchase shares of, capital stock of (other than preferred stock having no
voting rights of any kind) any Designated Subsidiary if, after giving effect to
any such transaction and the issuances of the maximum number of shares issuable
upon the conversion or exercise of all such convertible securities, warrants,
rights or options, the Company would own, directly or indirectly, less than 80%
of the shares of such Designated Subsidiary (other than preferred stock having
no voting rights of any kind); provided, however, that (i) any issuance, sale,
transfer or other disposition permitted by the foregoing may only be made for at
least a fair market value consideration, as determined by the Board of Directors
pursuant to a Board Resolution adopted in good faith, and (ii) the foregoing
shall not prohibit any such issuance or disposition of securities if required by
any law or any regulation or order of any governmental or insurance regulatory
authority. Notwithstanding the foregoing, (i) the Company may merge or
consolidate any Designated Subsidiary into or with another direct wholly-owned
Subsidiary of the Company and (ii) the Company may, subject to the provisions of
Article 10, sell, transfer or otherwise dispose of the entire capital stock of
any Designated Subsidiary at one time for at least a fair market value
consideration, as determined by the Board of Directors pursuant to a Board
Resolution adopted in good faith.

      Section 4.07. Certificate To Trustee. So long as the Securities remain
Outstanding, the Company will deliver to the Trustee on or before 120 days after
the end of each fiscal year an Officers' Certificate (one of the signatories to
which shall be the principal executive officer, principal financial officer or
principal accounting officer of the Company) stating that in the course of the
performance by the signers of their duties as officers of the Company, they
would normally have knowledge of any default by the Company in the performance
or fulfillment or observance of any covenants or agreements contained herein
without regard to notice requirements or grace periods during the preceding
fiscal year, stating whether or not they have knowledge of any such default and,
if so, specifying each such default of which the signers have knowledge and the
nature thereof. The Officers' Certificate need not comply with Section 13.05.

      The Company shall deliver to the Trustee, as soon as possible and in any
event within five days after the Company becomes aware of the occurrence of any
Event of Default or an event which, with notice or the lapse of time or both,
would constitute an Event of Default, and Officers' Certificate setting forth
the details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

                                       23
<PAGE>

      Section 4.08. Waivers Of Covenants. Anything in this Indenture to the
contrary notwithstanding, the Company may fail or omit, in respect of any
Securities, and in any particular instance, to comply with a covenant, agreement
or condition contained in Sections 4.02 and 4.04 (other than in 4.04(a)(i) and
(ii)) to 4.07, inclusive, if the Company shall have obtained and filed with the
Trustee before or after the time for such compliance the consent in writing of
the Holders of more than 50% in aggregate principal amount of the Securities
affected by such waiver at the time Outstanding, either waiving such compliance
in such instance or generally waiving compliance with such covenant or
condition, but no such waiver shall extend to or affect any obligation not
expressly waived nor impair any right consequent thereon and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force
and effect.

                                   ARTICLE 5
            HOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

      Section 5.01. Holders' Lists. The Company covenants and agrees that it
will furnish or cause to be furnished to the Trustee, not more than 15 days
after each Regular Record Date with respect to any series of Securities, and at
such other times as the Trustee may request in writing, within 30 days after
receipt by the Company of any such request, a list in such form as the Trustee
may reasonably require of the names and addresses of the Holders of Securities
as of a date not more than 15 days prior to the time such information is
furnished; provided, however, that no such list with respect to the Securities
need be furnished at any such time if the Trustee is in possession thereof by
reason of its acting as the Security registrar designated under Section 3.03 or
otherwise.

      Section 5.02. Preservation And Disclosure Of Lists. (a) The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the Holders of any series of Securities contained
in the most recent list furnished to it as provided in Section 5.01 or received
by the Trustee in the capacity of the Security registrar (if so acting) under
Section 3.03. The Trustee may destroy any list furnished to it as provided in
Section 5.01 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 duties 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 either of them shall be held accountable by reason of any

                                       24
<PAGE>

disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

      Section 5.03. Reports By The Company. The Company agrees to file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, shall be filed with the Trustee within 15 days
after the same is so required to be filed with the Commission.

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

      Section 5.04. Reports By The Trustee. (a) The Trustee shall transmit to
Holders such reports, if any, 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. The interval between transmissions
of reports to be transmitted at intervals shall be twelve months or such shorter
time required by the Trust Indenture Act, whether or not the Trust Indenture Act
is applicable to any particular Securities. If the Trust Indenture Act does not
specify the date on which a report is due, or if the Trust Indenture Act is not
applicable to any Securities, such report shall be due on May 15 of each year
following the first issuance of the Securities.

      (b)   A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee in writing when the Securities are listed on
any stock exchange, and of any delisting thereof.

                                   ARTICLE 6
             REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

      Section 6.01. Events Of Default. "Event of Default", with respect to any
series of Securities, 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 of any court or any order, rule or regulation of any
administrative or governmental body):

                                       25
<PAGE>

      (a)   default in the payment of any installment of interest upon any
Security of such series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or

      (b)   default in the payment of the principal of and premium, if any, on
any Security of such series as and when the same shall become due and payable
either at maturity, by declaration of acceleration or otherwise; or

      (c)   default in the payment or satisfaction of any sinking fund payment
or analogous obligation, if any, with respect to the Securities of such series
as and when the same shall become due and payable by the terms of the Securities
of such series; or

      (d)   failure on the part of the Company duly to observe or perform any of
the covenants, warrants or agreements on the part of the Company in respect of
the Securities of any such series under this Indenture (other than a covenant,
warranty or agreement a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has been expressly
included in this Indenture or any Supplemental Indenture solely for the benefit
of a series of Securities other than such series) continued for a period of 30
days after the date on which written notice of such failure, specifying such
failure and requiring the same to be remedied, shall have been given to the
Company by the Trustee, by registered mail, or to the Company and the Trustee by
the Holders of at least 25% in aggregate principal amount of the Outstanding
Securities; or

      (e)   default shall be made (and shall not have been cured or waived) in
the payment of principal of or interest on any other obligation for borrowed
money of the Company beyond any period of grace with respect thereto if (i) the
aggregate principal amount of any such obligation in respect of which principal
or interest is and remains in default is in excess of $50,000,000 and (ii) the
default in such payment is not being contested by the Company in good faith and
by appropriate proceedings; provided, however, that subject to the provisions of
Section 6.08 and Section 7.01 the Trustee shall not be charged with knowledge of
any such default unless written notice thereof shall have been given to the
Trustee by the Company, by the Holders or an agent of the Holders of any such
indebtedness, or by the trustee then acting under any indenture or other
instrument under which such default shall have occurred; or

      (f)   a decree or order by a court having jurisdiction in the premises
shall have been entered adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization of the Company
under the Federal bankruptcy laws or any other similar applicable Federal or
state 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 liquidator or
trustee or assignee or other similar official in bankruptcy or insolvency of the
Company or of all or substantially all

                                       26
<PAGE>

of its property, or for the winding up or liquidation of its affairs, shall have
been entered, and such decree or order shall have continued undischarged and
unstayed for a period of 60 days;

      (g)   the Company shall institute proceedings to be adjudicated a
voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding
against it, or shall file a petition or answer or consent seeking an arrangement
or a reorganization under the Federal bankruptcy laws or any other similar
applicable Federal or state law, or shall consent to the filing of any such
petition, or shall consent to the appointment of a receiver or liquidator or
trustee or assignee or other similar official in bankruptcy or insolvency of it
or of all or substantially all of its property, or shall make an assignment for
the benefit of creditors, or shall admit in writing its inability to pay its
debts generally as they become due; or

      (h)   any other Event of Default provided in any Supplemental Indenture or
Board Resolution or related Officers' Certificate under which any series of
Securities is issued or in the form of Security for such series;

then and in each and every such case, so long as such Event of Default with
respect to such Securities Outstanding occurs and is continuing and shall not
have been remedied or waived to the extent permitted by the terms of this
Indenture, unless the principal of all of such Securities shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of such Outstanding Securities, by notice in
writing to the Company (and to the Trustee if given by Holders), may declare the
principal of all such Securities and the interest accrued thereon to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in such
Securities contained to the contrary notwithstanding. This provision, however,
is subject to the condition that if, at any time after the principal of such
Securities shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, the Company shall pay or shall deposit with the Trustee
a sum sufficient to pay in the currency in which such Securities are payable all
matured installments of interest upon all of such Securities and the principal
of and premium, if any, on any and all such Securities which shall have become
due otherwise than by such declaration (with interest on overdue installments of
interest to the extent that payment of such interest is enforceable under
applicable law and on such principal and premium, if any, at the rate borne by
such Securities or as otherwise provided in the form of Security, to the date of
such payment or deposit) and the expenses of the Trustee (subject to Section
7.06), and any and all defaults under this Indenture, other than the nonpayment
of principal of and accrued interest on such Securities which shall have become
due by such declaration, shall have been cured or shall have been waived in
accordance with Section 6.07 or provision deemed by the Trustee to be adequate
shall have been made therefor -- then and in every such case the Holders of at
least a majority in

                                       27
<PAGE>

aggregate principal amount of such Securities then Outstanding, by written
notice to the Company and to the Trustee, may rescind and annul such declaration
and its consequences; but no such rescission and annulment shall extend to or
shall affect any subsequent default, or shall impair any right consequent
thereon.

      In case the Trustee or any Holders shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission and annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the Trustee and the Holders shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of
the Company, the Trustee and the Holders shall continue as though no such
proceeding had been taken.

      Section 6.02. Payment Of Securities Upon Default; Suit Therefor. The
Company covenants that (a) in case default shall be made in the payment of any
installment of interest upon any series of Security as and when the same shall
become due and payable, and such default shall have continued for a period of 30
days, or (b) in case default shall be made in the payment of the principal of
and premium, if any, on any series of Security as and when the same shall have
become due and payable, whether at maturity of the Security or by declaration or
otherwise or (c) in case default shall be made in the making or satisfaction of
any sinking fund payment or analogous obligation with respect to any series of
Securities when the same becomes due by the terms of such Securities, then, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the Holders, the whole amount (or such lesser amount as may be provided for in
the Board Resolutions (or Officers' Certificate related thereto) or Supplemental
Indenture relating to such Securities) that then shall have become due and
payable on any such Security for principal and premium, if any, or interest, or
both, as the case may be, with interest upon the overdue principal and premium,
if any, and (to the extent that payment of such interest is enforceable under
applicable law) upon the overdue installments of interest at the rate borne by
such Securities or as otherwise provided in the form of such Security; and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including a reasonable compensation to the Trustee,
its agents, attorneys and counsel, and any expenses or liabilities incurred and
advances made by the Trustee, except compensation or advances arising, or
expenses or liabilities incurred, as a result of the Trustee's negligence or bad
faith.

      Until such demand is made by the Trustee, the Company may pay the
principal of and premium, if any, and interest on such Securities to the Persons
entitled thereto, whether or not the principal of and premium, if any, and
interest on such Securities are overdue.

      In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be

                                       28
<PAGE>

entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on such
Securities and collect, in the manner provided by law out of the property of the
Company or any other obligor on such Securities wherever situated, the moneys
adjudged or decreed to be payable. If any Event of Default with respect to such
Securities occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of such
Securities by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

      In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on any series of Securities
under the Federal bankruptcy laws or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of the Company or
such other obligor, or in the case of any other similar judicial proceedings
relative to the Company or other obligor upon any series of Securities, or to
the creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of such Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section 6.02, shall be entitled and empowered by intervention in such
proceedings or otherwise, (a) to file and prove a claim or claims for the whole
amount (or such lesser amount as may be provided for in the Board Resolutions
(or Officers' Certificate related thereto) or Supplemental Indenture relating to
such Securities) of principal and interest owing and unpaid in respect of such
Securities, and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee and of the Holders of such Securities allowed in
such judicial proceedings relative to the Company or any other obligor on such
Securities, its or their creditors, or its or their property, (b) unless
prohibited by applicable law and regulations, to vote on behalf of the Holders
of any such Securities in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency
proceedings or person performing similar functions in comparable proceedings,
and (c) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of its charges and expenses; and any receiver, assignee or trustee in bankruptcy
or reorganization is hereby authorized by each of the Holders of such Securities
to make such payments to the Trustee, and, in the event that the Trustee shall
consent to the making of such payments directly to such Holders, to pay to the
Trustee such amount as shall be sufficient to cover reasonable compensation to
the Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred and advances made by the Trustee except compensation or
advances

                                       29
<PAGE>

arising, or expenses or liabilities incurred, as a result of the Trustee's
negligence or bad faith.

      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 or
reorganization, arrangement, adjustment or composition affecting such Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder (except, as aforesaid, for the election of a
trustee in bankruptcy or other Person performing similar functions) in any such
proceeding.

      All rights of action and of asserting claims under this Indenture, or
under such Securities, may be enforced by the Trustee without the possession of
any of such Securities, or the production thereof on any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.

      In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the series of Securities in respect to which such action was taken,
and it shall not be necessary to make any Holders of such Securities parties to
any such proceedings.

      Section 6.03. Application Of Moneys Collected By Trustee. Any moneys
collected by the Trustee pursuant to Section 6.02 shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the Securities of any such series, and
stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:

      FIRST: To the payment of costs and expenses of collection and reasonable
compensation to the Trustee, its agents, attorneys and counsel, and of all other
expenses and liabilities incurred, and all advances made, by the Trustee except
compensation or advances arising, or expenses or liabilities incurred, as a
result of its negligence, bad faith or willful misconduct, and any other amounts
owing the Trustee under Section 7.06;

      SECOND: In case the principal of such Securities shall not have become due
and be unpaid, to the payment of interest on such Securities, in the order of
the maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue
installments of interest (to the extent that payment of such interest is allowed
under applicable law) at the rate borne by such Securities, such payments to be
made ratable to the Persons entitled thereto;

                                       30
<PAGE>

      THIRD: In case the principal of such Securities shall have become due, by
declaration or otherwise, to the payment of the whole amount then owing and
unpaid upon such Securities for principal and premium, if any, and interest,
with interest on the overdue principal and premium, if any, and (to the extent
that such interest has been collected by the Trustee) upon overdue installments
of interest (to the extent that payment of such interest is allowed under
applicable law) at the rate borne by such Securities; and in case such moneys
shall be insufficient to pay in full the whole amounts so due and unpaid upon
such Securities, then, to the payment of such principal and premium, if any, and
interest without preference or priority of principal and premium, if any, over
interest, or of interest over principal and premium, if any, or of any
installment of interest over any other installment of interest, or of such
Security over any other Security, ratably to the aggregate of such principal and
premium, if any, and accrued and unpaid interest;

      FOURTH: To the payment of any surplus then remaining to the Company, its
successors or assigns, or to whomsoever may be lawfully entitled to receive the
same.

      Section 6.04. Proceedings By Holders. No Holder of any Security shall have
any right by virtue of or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law or in bankruptcy or
otherwise upon or under or with respect to this Indenture or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities then
Outstanding shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the Trustee for
60 days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding (and
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 6.07), it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security with every other
taker and Holder and the Trustee, that no one or more Holders of Securities
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 Holder of Securities (it being understood that the Trustee does not have
an affirmative duty to ascertain whether or not such actions or forbearance are
unduly prejudicial to such Holders), or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities.

      Section 6.05. Proceedings By Trustee. In case of an Event of Default
hereunder the Trustee may in its discretion proceed to protect and enforce the

                                       31
<PAGE>

rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

      Section 6.06. Remedies Cumulative And Continuing. All powers and remedies
given by this Article 6 to the Trustee or to the Holders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or the Holders, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture, and no delay or
omission of the Trustee or of any Holder to exercise any right or power accruing
upon any default occurring and continuing as aforesaid shall impair any such
right or power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article 6 or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders.

      Section 6.07. Direction Of Proceedings And Waiver Of Defaults By Majority
Of Holders. The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee with respect
to such Securities by this Indenture; provided, however, that (subject to the
provisions of Section 7.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine upon advice of counsel
that the action or proceeding so directed may not lawfully be taken or would be
materially and unjustly prejudicial to the rights of Holders not joining in such
direction or if the Trustee in good faith by its board of directors or trustees,
executive committee, or a trust committee of directors or trustees and/or
Responsible Officers shall determine that the action or proceeding so directed
would involve the Trustee in personal liability or if the Trustee in good faith
shall so determine that the actions or forebearances specified in or pursuant to
such direction would be unduly prejudicial to the interests of Holders of such
Securities not joining in the giving of said direction, it being understood that
(subject to Section 7.01) the Trustee shall have no duty to ascertain whether or
not such actions or forebearances are duly prejudicial to such Holders. The
Trustee may take any other action deemed proper by the Trustee not inconsistent
with such direction. The Holders of a majority in aggregate principal amount of
the Outstanding Securities of any series may on behalf of the Holders of all
such Securities waive any past default or Event of Default hereunder and its
consequences except (1) a default in the payment of principal of or premium, if
any, or interest on such

                                       32
<PAGE>

Securities, or a default in the making of any sinking fund payment with respect
to such Securities or (2) in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Security affected. Upon any such waiver the Company,
the Trustee and the Holders of such Securities shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default shall have been
waived as permitted by this Section 6.07, said default or Event of Default shall
for all purposes of such Securities and this Indenture be deemed to have been
cured and to be not continuing.

      This Section 6.07 shall be in lieu of Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act and such Sections 316(a)(1)(A) and
Section 316(a)(1)(B) are hereby expressly excluded from this Indenture, as
permitted by the Trust Indenture Act.

      Section 6.08. Notice Of Defaults. The Trustee shall give the Holders
notice of any default hereunder 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 6.01(d), no such notice to Holders shall be given
until at least 60 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 6.09. Undertaking To Pay 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, including attorneys' fees and expenses, 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 an undertaking or to make
such an assessment in any suit instituted by the Trustee or the Company, and any
provision of the Trust Indenture Act to such effect is hereby expressly excluded
from this Indenture, as permitted by the Trust Indenture Act.

      Section 6.10. 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 rights, which are absolute and unconditional, to
receive payment of the principal of, premium, if any, and (subject to Section
3.05) interest on such Security on the respective Stated Maturities expressed in
such Security (or in the case of repayment, on the date for repayment) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

                                       33
<PAGE>

                                   ARTICLE 7
                             CONCERNING THE TRUSTEE

      Section 7.01. Duties And Responsibilities Of Trustee. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
Notwithstanding the foregoing, no implied covenants or obligations, except as
provided by the Trust Indenture Act, shall be read into this Indenture against
the Trustee, and 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 7.02. Reliance on Documents, Opinions, etc.

      (a)   the Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture,
note or other paper 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 an Officers' Certificate (unless
otherwise evidence in respect thereof be herein specifically prescribed); and
any resolution of the Board of Directors may be evidenced to the Trustee by a
copy thereof certified by the Secretary or an Assistant Secretary of the
Company;

      (c)   the Trustee may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel;

      (d)   the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which may be
incurred therein or thereby;

      (e)   the Trustee shall not be liable for any action taken or omitted by
it in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture;

                                       34
<PAGE>

      (f)   prior to the occurrence of an Event of Default with respect to any
series of Securities and after the curing or waiving of all Events of Default
with respect to such Securities, 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, consent, order,
approval, bond, debenture, note, or other paper or document, unless requested in
writing to do so by the Holders of not less than a majority in principal amount
of such Securities then Outstanding; provided, however, that the reasonable
expenses of every such investigation shall be paid by the Company or, if paid by
the Trustee, shall be repaid by the Company upon demand; and provided, further,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require indemnity satisfactory to it against such expenses or
liabilities as a condition to so proceeding;

      (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 liable or responsible for any
misconduct, bad faith or negligence on the part of any agent or attorney
appointed with due care by it hereunder;

      (h)   the Trustee shall not be deemed to have knowledge of any default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or Holders of greater than 50% of the outstanding principal
amount of the Securities of any series shall have notified the Trustee thereof;

      (i)   in no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action;

      (j)   the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforced by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder;
and

      (k)   the Trustee may request that the Company deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture.

      Section 7.03. No Responsibility For Recitals, Etc. The recitals contained
herein and in the Securities (except in the Trustee's certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no

                                       35
<PAGE>

representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee represents that it is duly authorized to execute and
deliver this Indenture and perform its obligations hereunder. Neither the
Trustee nor the Authenticating Agent shall be accountable for the use or
application by the Company of any Securities or the proceeds of any Securities
authenticated and delivered by the Trustee in conformity with the provisions of
this Indenture.

      Section 7.04. Trustee And Agents May Own Securities. The Trustee, any
paying agent, or any agent of the Trustee or the Company under this Indenture,
in its individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not Trustee or such
agent and, subject to Sections 7.08 and 7.13, if operative, may otherwise deal
with the Company and receive, collect, hold, and retain collections from the
Company with the same rights it would have if it were not the Trustee or such
agent.

      Section 7.05. Moneys To Be Held In Trust. Subject to the provisions of
Section 11.04, all moneys received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by law. Neither the Trustee nor any paying agent shall be under any
liability for interest on any moneys received by it hereunder except such as it
may agree in writing with the Company to pay thereon. So long as no Event of
Default with respect to any series of Securities shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid from time to
time upon the written order of the Company, signed by its President, its Chief
Financial Officer, any Vice President, its Treasurer or an Assistant Treasurer.

      Section 7.06. Compensation And Expenses Of Trustee. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as shall be agreed in writing between the Company
and the Trustee (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust), and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and all persons not regularly
in its employ and any amounts paid by the Trustee to any Authenticating Agent
pursuant to Section 7.14) except any such expense, disbursement or advance as
may arise from its negligence, bad faith or willful misconduct. The Company also
covenants to indemnify the Trustee for, and to hold it harmless against, any and
all loss, liability, damage, claim or expense incurred without negligence or bad
faith on the part of the Trustee and arising out of or in connection with the
acceptance or administration of this trust, or the performance of its duties
hereunder, including the current payment of all costs and expenses of defending
itself against any claim (whether asserted by the Company, or any Holder of any
other Person) of liability in the premises. The obligations of the Company under

                                       36
<PAGE>

this Section 7.06 to compensate and indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be secured
by a lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as such, except 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 6.01(f) or Section 6.01(g) the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for these services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
similar law.

      The provisions of this Section 7.06 shall survive the termination of this
Indenture.

      Section 7.07. Officers' Certificate As Evidence. Subject to the provisions
of Section 7.01, whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence, bad faith or willful misconduct
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee, and such Certificate, in
the absence of negligence, bad faith or willful misconduct on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.

      Section 7.08. Conflicting Interest Of Trustee. If the Trustee has or shall
acquire any conflicting interest within the meaning of the Trust Indenture Act,
whether or not any series of Securities is exempt from the provisions of the
Trust Indenture Act, the Trustee shall either eliminate such conflicting
interest or resign in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.

      Section 7.09. Eligibility Of Trustee. There shall at all times be a
Trustee with respect to each series of Securities hereunder which shall be a
corporation organized and doing business under the laws of the United States or
any state or territory thereof or of the District of Columbia authorized under
such laws to exercise corporate trust power's, having a combined capital and
surplus of at least $50,000,000, subject to supervision or examination by
Federal, state, territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 7.09, the combined capital and surplus of such
corporation shall be deemed to be its

                                       37
<PAGE>

combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee with respect to the Securities
shall cease to be eligible in accordance with the provisions of this Section
7.09, such Trustee shall resign immediately in the manner and with the effect
specified in Section 7.10.

      Section 7.10. Resignation Or Removal Of Trustee. (a) The Trustee may at
any time resign with respect to any or all series of Securities by giving
written notice by first class mail of such resignation to the Company and to
Holders of such Securities at their addresses as they shall appear on the
Security Register. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 60 days after the mailing of such notice of resignation to the Holders,
the resigning Trustee may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor trustee, or any Holder
of Securities who has been a bona fide Holder of a Security or Securities for at
least six months may, subject to the provisions of Section 6.09, on behalf of
himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint such successor trustee.

      (b)   In case at any time any of the following shall occur -

            (i)   the Trustee shall fail to comply with the provisions of
      Section 7.08 after written request therefor by the Company or by any
      Holder who has been a bona fide Holder of a Security or Securities for at
      least six months, unless the Trustee's duty to resign is stayed in
      accordance with the provisions of Section 310(b) of the Trust Indenture
      Act, or

            (ii)  the Trustee shall cease to be eligible in accordance with the
      provisions of Section 7.09 and shall fail to resign after written request
      therefor by the Company or by any such Holder, or

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed on instruction
of the President, the Chief Financial Officer or the Treasurer of the Company,
one

                                       38
<PAGE>

copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee, or, subject to the provisions of Section 6.09,
any Holder who has been a bona fide Holder of a Security or Securities for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove such Trustee and
appoint such successor trustee.

      (c)   The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series may at any time remove the Trustee with
respect to such series by delivering to the Trustee so removed, to the successor
trustee so appointed and to the Company the evidence provided for in Section
8.01 of the action in that regard taken by the Holders, and nominate a successor
Trustee which shall be deemed appointed as successor Trustee unless within ten
days after such nomination the Company objects thereto, in which case the
Trustee so removed or any Holder of a Security or Securities, upon the terms and
conditions and otherwise as in subsection (a) of this Section 7.10 provided, may
petition, at the expense of the Company, any court of competent jurisdiction for
an appointment of a successor Trustee.

      (d)   Any resignation or removal of the Trustee with respect to any
Security or Securities and any appointment of a successor Trustee pursuant to
any of the provisions of this Section 7.10 shall become effective upon
acceptance of appointment by the successor Trustee as provided in Section 7.11.

      Section 7.11. Acceptance By Successor Trustee. Any successor Trustee
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Company and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective, and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as Trustee herein; nevertheless, on the written request of
the Company or of the successor Trustee, the Trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 7.06,
execute and deliver an instrument transferring to such successor Trustee all the
rights and powers of the Trustee. Upon request of any such successor Trustee,
the Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor Trustee all such rights
and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon
all property or funds held or collected by such Trustee, to secure any amounts
and shall be entitled to any indemnities then due it pursuant to the provisions
of Section 7.06.

                                       39
<PAGE>

      No successor Trustee shall accept appointment as provided in this Section
7.11 unless at the time of such acceptance such successor Trustee shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09.

      Upon acceptance of appointment by a successor Trustee with respect to any
series of Security or Securities as provided in this Section 7.11, the Company
shall mail notice of the succession of such Trustee hereunder to the Holders of
such Securities at their addresses as they shall appear on the Security
Register. If the Company fails to mail such notice within ten days after
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be mailed at the expense of the Company.

      Section 7.12. Succession By Merger, Etc. Subject to Sections 7.08 and
7.09, 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 without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

      In case at the time any successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of such successor Trustee or, if such
successor Trustee is a successor by merger, conversion or consolidation, the
name of any predecessor hereunder; and in all such cases such certificate shall
have the full force which it is anywhere in the Securities or in this Indenture
provided that the certificate of the Trustee shall have.

      Section 7.13. Limitation On Rights Of Trustee As A Creditor. If and when
the Trustee shall be or become a creditor of the Company (or any other obligor
upon any 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 7.14. Authenticating Agents. There may be an Authenticating Agent
or Authenticating Agents appointed by the Trustee from time to time with power
to act on its behalf and subject to its direction in the authentication and
delivery of any Securities issued upon original issuance, exchange, or transfer
thereof as fully to all intents and purposes as though such Authenticating Agent
(or Authenticating Agents) had been expressly authorized to authenticate and
deliver such Securities, and Securities so authenticated shall be entitled to
the

                                       40
<PAGE>

benefits of this Indenture and shall be valid and obligatory for all purposes as
though authenticated by the Trustee hereunder. For all purposes of this
Indenture, the authentication and delivery of Securities by any Authenticating
Agent pursuant to this Section 7.14 shall be deemed to be the authentication and
delivery of such Securities "by the Trustee", and whenever this Indenture
provides that "the Trustee shall authenticate and deliver" Securities or that
Securities "shall have been authenticated and delivered by the Trustee", such
authentication and delivery by any Authenticating Agent shall be deemed to be
authentication and delivery by the Trustee. Any such Authenticating Agent shall
at all times be a corporation organized and doing business under the laws of the
United States of America or of any State or Territory or the District of
Columbia, with a combined capital and surplus of at least $50,000,000 and
authorized under such laws to act as an authenticating agent, duly registered to
act as such, if and to the extent required by applicable law and subject to
supervision or examination by Federal or State authority. If such corporation
publishes reports of its condition at least annually pursuant to law or the
requirements of such authority, then for the purposes of this Section 7.14 the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 7.14, or to be duly registered
if and to the extent required by applicable law and regulations, it shall resign
immediately in the manner and with the effect herein specified in this Section
7.14.

      Whenever 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 its Authenticating Agent appointed with
respect to the Securities and a certificate of authentication executed on behalf
of the Trustee by its Authenticating Agent appointed with respect to the
Securities.

      Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all the
authenticating agency business of any Authenticating Agent, shall be the
successor of such Authenticating Agent hereunder, if such successor corporation
is otherwise eligible under this Section 7.14, without the execution or filing
of any paper or any further act on the part of the parties hereto or such
Authenticating Agent or such successor corporation.

      In case at the time such successor to any such agency shall succeed to
such agency any of the Securities shall have been authenticated but not
delivered, any such successor to such Authenticating Agent may adopt the
certificate of authentication of any predecessor Authenticating Agent and
deliver such Securities so authenticated; and in case at that time any of the
Securities shall not

                                       41
<PAGE>

have been authenticated, any successor to any Authenticating Agent may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor Authenticating Agent; and in all cases such
certificate shall have the full force which it has anywhere in the Securities or
in this Indenture provided that the certificate of the predecessor
Authenticating Agent shall have had such force; provided, however, that the
right to adopt the certificate of authentication of any predecessor
Authenticating Agent or to authenticate Securities in the name of any
predecessor Authenticating Agent shall apply only to its successor or successors
by merger, conversion or consolidation.

      Any Authenticating Agent may at any time resign as Authenticating Agent
with respect to the Securities by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency of
any Authenticating Agent with respect to the Securities by giving written notice
of termination 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 under this Section 7.14,
the Trustee may, and shall, upon request of the Company, promptly use its best
efforts to appoint a successor Authenticating Agent.

      Upon the appointment, at any time after the original issuance of the
Securities, of any successor, additional or new Authenticating Agent, the
Trustee shall give written notice of such appointment to the Company and shall
at the expense of the Company mail notice of such appointment to all Holders of
Securities as the names and addresses of such Holders appear on the Security
Register.

      Any successor Authenticating Agent with respect to the Securities upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as though
originally named as an Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
7.14 and duly registered if and to the extent required under applicable law and
regulations.

      Any Authenticating Agent by the acceptance of its appointment with respect
to the Securities shall be deemed to have agreed with the Trustee that: it will
perform and carry out the duties of an Authenticating Agent as herein set forth,
including among other things the duties to authenticate and deliver Securities
when presented to it in connection with exchanges or registrations of transfer
thereof; it will keep and maintain, and furnish to the Trustee from time to time
as requested by the Trustee appropriate records of all transactions carried out
by it as Authenticating Agent and will furnish the Trustee such other
information and reports as the Trustee may reasonably require; it is eligible
for appointment as Authenticating Agent under this Section 7.14 and will notify
the Trustee promptly if it shall cease to be so qualified; and it will indemnify
the Trustee against any

                                       42
<PAGE>

loss, liability or expense incurred by the Trustee and will defend any claim
asserted against the Trustee by reason of any acts or failures to act of the
Authenticating Agent but it shall have no liability for any action taken by it
at the specific written direction of the Trustee.

      The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation and expenses for its services, and the Trustee shall
have no liability for such payments.

      The provisions of Sections 7.02(a), (b), (c), (e) and (f), 7.03, 7.04,
7.06 (insofar as it pertains to indemnification), 8.01, 8.02 and 8.03 shall bind
and inure to the benefit of each Authenticating Agent to the same extent that
they bind and inure to the benefit of the Trustee.

      If an appointment is made pursuant to this Section 7.14, the Securities
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in the following
form:

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

The Bank of New York Trust Company,          The Bank of New York Trust Company,
N.A., as Trustee                             N.A., as Trustee

                                     - OR -

By: ____________________________       By: ___________, As Authenticating Agent
      Authorized Signatory

                                       By: _____________________________________
                                             Authorized Signatory

                                   ARTICLE 8
                             CONCERNING THE HOLDERS

      Section 8.01. Action By Holders. Whenever in this Indenture it is provided
that the Holders of a specified percentage in aggregate principal amount of any
series of Securities may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action) the fact that at the time of taking any such action the Holders of such
specified percentage of such Securities have joined therein may be evidenced by
any instrument or any number of instruments of similar tenor executed by Holders
of such Securities in person or by agent or proxy appointed in writing.

                                       43
<PAGE>

      Section 8.02. Proof Of Execution By Holders. Subject to the provisions of
Sections 7.01 and 7.02, proof of the execution of any instrument by a Holder or
his agent or proxy shall be sufficient if made in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee. The ownership of Securities
shall be provided by the Security Register or by a certificate of the Security
registrar with respect to the Securities.

      Section 8.03. Who Are Deemed Absolute Owners. The Company, the Trustee
with respect to the Securities, and any agent of the Trustee or the Company
under this Indenture may deem the Person in whose name the Security shall be
registered upon the Security Register to be, and may treat him as, the absolute
owner of the Security (whether or not the Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company, the Trustee or any such agent) for the purpose of
receiving payment of or on account of the principal of and premium, if any, and
interest on the Security and for all other purposes; and neither the Company nor
the Trustee nor any such agent shall be affected by any notice to the contrary.
All such payments so made to any Holder for the time being or upon his order
shall, to the extent of the sum or sums so paid, be effectual to satisfy and
discharge the liability for moneys payable upon the Security.

      Section 8.04. Company-Owned Securities Disregarded. In determining whether
the Holders of the requisite aggregate principal amount of Securities (or of any
series of Securities) have concurred in any direction or consent under this
Indenture, Securities which are owned by the Company or any other obligor on the
Securities or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Securities shall be disregarded and deemed not to be Outstanding for the
propose of any such determinations; provided, however, that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction or consent only the Securities which a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding
notwithstanding this Section 8.04 if the pledgee shall establish to the
satisfaction of the Trustee the right of the pledgee to vote such Securities and
that the pledgee is not a Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
such other obligor. Upon request of the Trustee, the Company shall furnish to
the Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known by the Company to be owned or held by or for the
account of the Company or any other obligor on such Securities or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on such Securities; and,
subject to the provisions of Section 7.01, the Trustee shall be entitled to
accept such Officers' Certificates as conclusive evidence of the facts therein
set forth and of the fact that all such

                                       44
<PAGE>

Securities not listed therein are Outstanding for the purpose of any such
determination.

      Section 8.05. Revocation Of Consents; Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
8.01, of the taking of any action by the Holders of the percentage in aggregate
principal amount of any series of Securities specified in this Indenture in
connection with such action, any Holder of a Security which is shown by the
evidence to be included in the Securities the Holders of which have consented to
or are bound by consents to such action, may, by filing written notice with the
Trustee at its principal office and upon proof of holding as provided in Section
8.02, revoke such action so far as concerns such Security. Except as aforesaid
any such action taken by the Holder of any Security shall be conclusive and
binding upon such Holder and upon all future Holders and owners of such Security
and of any Security issued on transfer thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon any such Security. Any action taken by the Holders of the percentage in
aggregate principal amount of the Securities specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the
Trustee and the Holders of all of the Securities affected by such action.

                                   ARTICLE 9
                             SUPPLEMENTAL INDENTURES

      Section 9.01. Supplemental Indentures Without Consent Of Holders. The
Company, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act as in force at
the date of the execution thereof if applicable to any Securities affected by
such Supplemental Indenture) (each, a "SUPPLEMENTAL INDENTURE") for one or more
of the following purposes:

      (a)   to evidence the succession of another corporation to the Company, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Company pursuant to Articles 4 and
10 hereof;

      (b)   to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions as the Board of Directors and the Trustee
shall consider to be for the protection of the Holders any or all series of
Securities (as shall be specified in such Supplemental Indenture), and to make
the occurrence, or the occurrence and continuance, of a default in any of such
additional covenants, restrictions, conditions or provisions a default or an
Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided, however, that
in respect of

                                       45
<PAGE>

any such additional covenant, restriction or condition, such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such default or may limit the
remedies available to the Trustee upon such default;

      (c)   to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any Supplemental
Indenture; to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee; or to make such other provisions in regard to matters or
questions arising under this Indenture as shall not adversely affect the
interests of the Holders of Securities of any series;

      (d)   to secure any or all series of Securities (as shall be specified in
such Supplemental Indenture) in accordance with the provisions of Section 4.05;

      (e)   to evidence and provide for the acceptance of appointment by another
corporation as a successor Trustee hereunder with respect to any series of
Securities and to add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to Section 7.11;

      (f)   to modify, amend or supplement this Indenture in such a manner as to
permit the qualification of any indenture supplemental hereto under the Trust
Indenture Act as then in effect, except that nothing herein contained shall
permit or authorize the inclusion in any indenture supplemental hereto of the
provisions referred to in Section 316(a)(2) of the Trust Indenture Act; or

      (g)   to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.02 of this Indenture.

      The Trustee is hereby required to join with the Company in the execution
of any such Supplemental Indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee 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.

      Any Supplemental Indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 9.02.

                                       46
<PAGE>

      Section 9.02. Supplemental Indentures With Consent Of Holders. With the
consent (evidenced as provided in Section 8.01) of the Holders of greater than
50% in aggregate principal amount of the Outstanding Securities of each series
affected by such Supplemental Indenture, by act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into a Supplemental
Indenture for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any Supplemental
Indenture or of modifying in any manner the rights of the Holders of such series
of Securities under this Indenture; provided, however, that no such Supplemental
Indenture shall (i) without the consent of the Holder of each Outstanding
Security affected thereby, extend the fixed maturity of any Security, or reduce
the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or any premium thereon, or make the principal thereof
or interest or premium thereon payable in any coin or currency other than that
provided in the Securities or (ii) without the consent of the Holders of all of
the Outstanding Securities affected reduce the aforesaid percentage of
Securities, the Holders of which are required to consent (a) to any such
Supplemental Indenture, (b) to rescind and annul a declaration that any
Securities are due and payable as a result of the occurrence of an Event of
Default, (c) to waive any past default under the Indenture and its consequences
and (d) to waive compliance with Sections 4.02 and 4.04 (other than 4.04(a)(i)
and (ii)) to 4.07, inclusive.

      Upon the request of the Company, accompanied by a copy of a Board
Resolution certified by its Secretary or Assistant Secretary authorizing the
execution of any such Supplemental Indenture, and upon the filing with the
Trustee of evidence of the consent of Holders of Securities as aforesaid, the
Trustee shall join with the Company in the execution of such Supplemental
Indenture unless such Supplemental Indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
Supplemental Indenture.

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

      Section 9.03. Effect Of Supplemental Indentures. Upon the execution of any
Supplemental Indenture pursuant to the provisions of this Article Nine, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitation of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
of Securities to which such Supplemental Indenture relates shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments and all the terms and conditions of any such

                                       47
<PAGE>

Supplemental Indenture shall be and be deemed to be part of the terms and
conditions of this Indenture as it relates to such affected series of
Securities.

      Section 9.04. Notation On Securities. Securities authenticated and
delivered after the execution of any Supplemental Indenture pursuant to the
provisions of this Article Nine may bear a notation in form approved by the
Trustee as to any matter provided for in such Supplemental Indenture. If the
Company or the Trustee shall so determine, new Securities so modified as to
conform, in the opinion of the Trustee and the Board of Directors to any
modification of this Indenture contained in any such Supplemental Indenture may
be prepared and executed by the Company, authenticated by the Trustee and
delivered in exchange for any Outstanding Securities.

      Section 9.05. Evidence Of Compliance Of Supplemental Indenture To Be
Furnished Trustee. The Trustee, subject to the provisions of Sections 7.01 and
6.02, shall receive, and shall be fully protected in conclusively relying upon,
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
any Supplemental Indenture executed pursuant hereto complies with the
requirements of this Article 9 and is authorized and permitted by this
Indenture.

                                   ARTICLE 10
                   CONSOLIDATION, MERGER, SALE AND CONVEYANCE

      Section 10.01. Company May Consolidate, Etc., On Certain Terms. Nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation, amalgamation or merger of the Company with or into any other
corporation or corporations (whether or not affiliated with the Company), or
successive consolidations, amalgamations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance or lease of all or substantially all of the property of the Company
to any other corporation (whether or not affiliated with the Company) authorized
to acquire and operate the same; provided, however, and the Company hereby
covenants and agrees, that any such consolidation, amalgamation, merger, sale,
conveyance or lease shall be upon the condition that (a) immediately after such
consolidation, amalgamation, merger, sale, conveyance or lease the corporation
(whether the Company or such other corporation) formed by or surviving any such
consolidation, amalgamation or merger, or to which such sale, conveyance or
lease shall have been made, shall not be in default in the performance or
observance of any of the terms, covenants and conditions of this Indenture to be
kept or performed by the Company; (b) the corporation (if other than the
Company) formed by or surviving any such consolidation, amalgamation or merger
or to which such sale, conveyance or lease shall have been made, shall be a
corporation organized under the laws of the United States of America or any
state thereof; and (c) the due and punctual payment of the principal of and
premium, if any, and interest on all of the Securities, according to their
tenor, and

                                       48
<PAGE>

the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Company, shall
be expressly assumed, by Supplemental Indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the Corporation (if other than
the Company) formed by such consolidation or amalgamation, or into which the
Company shall have been merged, or by the corporation which shall have acquired
or leased such property.

      Section 10.02. Successor Corporation To Be Substituted. In case of any
such consolidation, merger, sale, conveyance or lease and upon the assumption by
the successor corporation, by Supplemental Indenture, executed and delivered to
the Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of and premium, if any, and interest on all of the
Securities and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or observed by the
Company, such successor corporation shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the party of the
first part, and (except in the event of a conveyance by way of lease) the
predecessor corporation shall be relieved of any further obligation under this
Indenture and the Securities. Such successor corporation thereupon may cause to
be signed, and may issue either in its own name or in the name of Cincinnati
Financial Corporation any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation instead of the
Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

      In case of any such consolidation, merger, sale, conveyance or lease such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

      Section 10.03. Opinion Of Counsel To Be Given Trustee. The Trustee,
subject to Sections 7.01 and 7.02, shall receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale or conveyance and
any such assumption complies with the provisions of this Article 10 and that all
conditions precedent herein provided relating to such transactions have been
complied with.

                                       49
<PAGE>

                                   ARTICLE 11
                     SATISFACTION AND DISCHARGE OF INDENTURE

      Section 11.01. Satisfaction, Discharge And Defeasance Of The Securities.
The Company shall be deemed to have paid and discharged the entire indebtedness
on all the Securities of any series, the provisions of this Indenture (except as
to (x) the rights of Holders of Securities of such series to receive, from the
money, in the currency required, and Government Obligations deposited with the
Trustee pursuant to Section 11.03 or the interest and principal received by the
Trustee in respect of such Government Obligations, payment of the principal of
(and premium, if any) and any installment of principal of (and premium, if any)
or interest on such Securities on the Stated Maturities thereof, (y) the
Company's rights and obligations with respect to such Securities under Sections
3.03, 3.04, 11.03 and 11.04, 4.02, 4.04, 5.01, 7.06, 7.10 and 7.11, so long as
the principal of (and premium, if any) and interest on such Securities remain
unpaid and, thereafter, only the Company's rights and obligations under Sections
4.04, 7.06, 11.03 and 11.04, and (z) the rights, powers, trusts, duties and
immunities of the Trustee with respect to such Securities) as it relates to such
Securities shall no longer be in effect, and the Trustee, at the expense of the
Company, shall, upon Company Request, execute proper instruments acknowledging
the same if:

      (a)   (i) all Securities of such series therefore authenticated and
delivered (other than (A) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.04 and (B)
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 Sections 11.03 and 11.04) have
been delivered to the Trustee for cancellation;

            (ii)   the Company has paid or caused to be paid in the currency
      required all other sums payable under this Indenture in respect of the
      Securities of such series; and

            (iii)  the Company has delivered to the Trustee an Officers'
      Certificate, an Opinion of Counsel and a written opinion of independent
      public accountants, each stating that all conditions precedent herein
      provided for relating to the satisfaction of the entire indebtedness of
      all Securities of such series and the discharge of the Indenture as it
      relates to such Securities have been complied with; or

      (b)   (i) all Securities of such series not theretofore delivered to the
Trustee for cancellation (A) have become due and payable, or (B) will become due
and payable at their Stated Maturity within one year;

            (ii)  the condition described in paragraph (1) of Section 11.02 has
      been satisfied; and

                                       50
<PAGE>

            (iii) the conditions described in paragraphs (a)(ii) and (a)(iii) of
      this Section 11.01 have been satisfied; or

      (c)   (i) the conditions referred to in paragraphs (b)(ii) and (b)(iii) of
this Section 11.01 have been satisfied;

            (ii)  no Event of Default with respect to such series of Securities
      or event which with notice or lapse of time would become an Event of
      Default with respect to such series of Securities shall have occurred and
      be continuing on the date of the deposit referred to in paragraph (1) of
      Section 11.02 or on the ninety-first day after the date of such deposit;
      provided, however, that should that condition fail to be satisfied on or
      before such ninety-first day, the Trustee shall promptly, upon
      satisfactory receipt of evidence of such failure, return such deposit to
      the Company;

            (iii) the Company has either (i) delivered to the Trustee an opinion
      of counsel of a nationally-recognized independent tax counsel to the
      effect that Holders of the Securities of such series will not recognize
      income, gain or loss for Federal income tax purposes as a result of such
      deposit and the satisfaction, discharge and defeasance contemplated by
      this paragraph (c) of this Section 11.01 and will be subject to Federal
      income tax on the same amounts and in the same manner and at the same
      times as would have been the case if such deposit and defeasance had not
      occurred or (ii) the Company shall have received from, or there shall have
      been published by, the United States Internal Revenue Service a ruling to
      the effect stated in (i) of this Section 11.01(c)(iii); and

            (iv)  the Company has received an Opinion of Counsel to the effect
      that the satisfaction, discharge and defeasance contemplated by this
      Section 11.01 will not result in the delisting of the Securities of such
      series from any nationally-recognized securities exchange on which they
      are listed.

      Section 11.02. Defeasance Of The Securities. The provisions of this
Indenture (except as to (x) the rights of Holders of Securities of any series to
receive, from the money, in the currency required, and Government Obligations
deposited with the Trustee pursuant to paragraph (1) below or the interest and
principal received by the Trustee in respect of such Government Obligations,
payment of the principal of (and premium, if any) and any installment of
principal of (and premium, if any) or interest on such Securities on the Stated
Maturities thereof, (y) the Company's rights and obligations with respect to
such Securities under Sections 3.03, 3.04, 11.03 and 11.04, Article 6 (other
than subsections (d) and (e) of Section 6.01), Sections 4.01, 4.02, 4.04, 5.01,
7.06, 7.10 and 7.11, so long as the principal of (and premium, if any) and
interest on such Securities remain unpaid and, thereafter, only the Company's
rights and obligations under Sections 4.04, 7.06, 11.03 and 11.04, and (z) the
rights, powers, trusts, duties and

                                       51
<PAGE>

immunities of the Trustee with respect to such Securities) as it relates to such
Securities shall no longer be in effect, and the Trustee, at the expense of the
Company shall, upon Company Request, execute proper instruments acknowledging
the same if:

      (a)   the Company has deposited or caused to be deposited with the Trustee
as trust funds in trust for the purpose (i) Dollars in an amount, or (ii)
Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide on or before the due
date of any payment in respect of the Securities of such series in an amount, or
(iii) a combination thereof, sufficient, after payment of all Federal, state and
local taxes in respect thereof payable by the Trustee, 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 the
principal of (and premium, if any) and each installment of principal (and
premium, if any) and interest on the Outstanding Securities of such series on
the Stated Maturity of such principal or installment of principal or interest;

      (b)   no Event of Default with respect to such series of Securities or
event which with notice or lapse of time would become an Event of Default with
respect to such series of Securities shall have occurred and be continuing on
the date of such deposit;

      (c)   the interest of the Holders in such deposit shall have been duly
perfected under the applicable provisions of the Uniform Commercial Code; and

      (d)   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 defeasance contemplated by this Section have been
complied with.

      Section 11.03. Application Of Trust Funds; Indemnification. (a) Subject to
the provisions of Section 11.04, all money and Government Obligations deposited
with the Trustee pursuant to Section 11.01 or 11.02 and all money received by
the Trustee in respect of Government Obligations deposited with the Trustee,
shall be held in trust and applied by it, in accordance with the provisions of
the Securities of any series and this Indenture, to the payment, either directly
or through any paying agent (including the Company acting as its own paying
agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such money and
Government Obligations have been deposited with or received by the Trustee as
contemplated by Section 11.01 or 11.02.

      (b)   The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against Government Obligations
deposited pursuant to Section 11.01 or 11.02 or the interest and principal
received

                                       52
<PAGE>

in respect of such obligations, other than any such tax, fee or other charge
payable by or on behalf of Holders. The Company shall be entitled to prompt
notice of an assessment or the commencement of any proceeding for which
indemnification may be sought hereunder and, at its election, to contest such
assessment or to participate in, assume the defense of, or settle such
proceeding.

      (c)   The Trustee shall deliver or pay to the Company from time to time
upon Company Request any Government Obligations or money held by it as provided
in Section 11.01 or 11.02 which, in the opinion of a nationally-recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such
obligations or money were deposited or received.

      (d)   If the Trustee is unable to apply any money or Government
Obligations in accordance with Section 11.02 by reason of any legal proceeding
or 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 of such series, if any,
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.02 until such time as the Trustee is permitted to apply all such
money or Government Obligations in accordance with Section 11.02; provided,
however, that if the Company has made any payment of interest on or principal of
(and premium, if any) on any Securities of such series, if any, because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of the Securities of such series, if any, to receive such payment
from the money or Government Obligations held by the Trustee.

      Section 11.04. Return Of Unclaimed Moneys. Any moneys deposited with or
paid to the Trustee or any paying agent for payment of the principal of and
premium, if any, or interest on Securities of such series and not applied but
remaining unclaimed by the Holders of Securities of such series for two years
after the date upon which the principal of and premium, if any, or interest on
such Securities, as the case may be, shall have become due and payable, shall be
repaid to the Company by the Trustee or such paying agent on demand; and the
Holder of any of the Securities of such series entitled to receive such payment
shall thereafter look only to the Company for any payment thereof.

                                   ARTICLE 12
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

      Section 12.01. Indenture And Securities Solely Corporate Obligations. No
recourse under or upon any obligation, covenant or agreement of this Indenture,
any supplemental indenture, or of any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,

                                       53
<PAGE>

stockholder, officer, director or employee, as such, past, present or future, of
the Company or any Subsidiary or of any predecessor or successor corporation,
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; 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, stockholders, officers, directors or employees, as such, of the
Company or of any predecessor or successor corporation, 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 thereby; and that any and all such personal
liability, 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,
stockholder, officer, director or employee, as such, 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 thereby, 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 13
                            MISCELLANEOUS PROVISIONS

      Section 13.01. Provisions Binding On Successors Of The Company. All of the
covenants, stipulations, promises and agreements in this Indenture contained by
the Company shall bind its successors and assigns whether so expressed or not.

      Section 13.02. Indenture For Sole Benefit Of Parties And Holders Of The
Securities. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any Person, firm or corporation,
other than the parties hereto, any agent of the Trustee or the Company under
this Indenture and the Holders of the Securities, any legal or equitable right,
remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all such covenants, conditions and
provisions being for the sole benefit of the parties hereto, any agent of the
Trustee or the Company under this Indenture and the Holders of the Securities.

      Section 13.03. Addresses For Notices, Etc. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Holders of Securities on the Company may be given or
served by (i) being deposited, registered or certified mail postage prepaid, in
a post office letter box in the United States addressed (until another address
is filed by the Company with the Trustee) to the Company, Cincinnati Financial
Center, 6200 South Gilmore Road, Fairfield, Ohio 45014 or (ii) initially by fax
to the

                                       54
<PAGE>

Company at (513) 870-2066, attention : Secretary, to be followed by notice
pursuant to clause (i) hereof. Any notice, direction, request or demand by any
Holder of a Security or the Company to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or made in
writing at the principal office of the Trustee, addressed to the attention of
its Corporate Trust Administration. Any notice, report or other instrument
required by any of the provisions of this Indenture to be given by the Trustee
to the Holders of Securities shall be deemed to have been sufficiently given,
for all purposes, when mailed by first class mail.

      Section 13.04. New York Contract. This Indenture and the Securities shall
for all purposes be construed in accordance with and governed by 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 13.05. Evidence Of Compliance With Conditions Precedent. Upon any
Company request to the Trustee to take any action under any of the provisions of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any (including any
covenant, compliance with which constitutes a condition precedent) provided for
in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such document is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (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 such Person, 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 or not, in the opinion of such
Person, such condition or covenant has been complied with.

      Section 13.06. Legal Holidays. In any case where the date of maturity of
interest on or principal of or premium, if any, on the Securities or the date
fixed for redemption of any Security or Securities will be a legal holiday or a
day on which banking institutions are legally authorized or obligated to close
in New York or Ohio or any other location where a paying agent appointed
pursuant to Section 4.02 is located, then payment of such interest on or
principal of and premium, if any, on such Securities need not be made by such
paying agent on

                                       55
<PAGE>

such date but may be made by such paying agent on the next succeeding business
day that is not a day in such location that is either a legal holiday or a day
on which banking institutions are legally authorized or obligated to close, with
the same force and effect as if made on such date of maturity or the date fixed
for redemption and no interest shall accrue for the period from and after such
prior date.

      Section 13.07. Trust Indenture Act To Control. If any provision hereof
limits, qualifies or conflicts with the duties imposed by any of Sections 310
through 317 of the Trust Indenture Act, by the operation of Section 318(c)
thereof, such imposed duties shall control, except as, and to the extent,
expressly excluded from this Indenture, as permitted by the Trust Indenture Act.
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 to be excluded, as
the case may be.

      Section 13.08. Table Of Contents, Headings, Etc. The table of contents and
the titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

      Section 13.09. Execution In Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original and such
counterparts shall together constitute but one and the same instrument. The
Trustee hereby accepts the trusts in this Indenture declared and provided, upon
the terms and conditions hereinabove set forth.

      Section 13.10. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, ANY SECURITIES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

      Section 13.11. Force Majeure. In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its
control, including, without limitation strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software or hardware) services affecting
the banking industry generally; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.

                                       56
<PAGE>

      IN WITNESS WHEREOF, CINCINNATI FINANCIAL CORPORATION has caused this
Indenture to be signed and acknowledged by its President and either its Chief
Financial Officer or its Treasurer, and The Bank of New York Trust Company,
N.A., has caused this Indenture to be signed and acknowledged by one of its duly
authorized officers, as of the day and year first written above.

                                    CINCINNATI FINANCIAL CORPORATION

                                    By: /s/ John J. Schiff, Jr.
                                        ----------------------------------------
                                    Title: President and Chief Executive Officer

                                    By: /s/ Kenneth W. Stecher
                                        ----------------------------------------
                                    Title: Treasurer

                                    THE BANK OF NEW YORK
                                        TRUST COMPANY, N.A., as Trustee

                                    By: /s/ Geoffrey D. Anderson
                                        ---------------------------------------