Exhibit 4.11

                                                        
               _________________________________________
               _________________________________________

                             AETNA SERVICES, INC.
              (formerly Aetna Life and Casualty Company)

                                AETNA INC.

                                    AND

                   THE FIRST NATIONAL BANK OF CHICAGO,
                                AS TRUSTEE


                                 _______

                        FIRST INDENTURE SUPPLEMENT

                        Dated as of August 1, 1996

                                   to

                               INDENTURE

                       Dated as of November 1, 1994

                                Between

                          Aetna Services, Inc.
              (formerly Aetna Life and Casualty Company)


                                  and

                 The First National Bank of Chicago,
                               as Trustee

                                   
                 ___________________________________
                 ___________________________________



                      FIRST INDENTURE SUPPLEMENT


FIRST INDENTURE SUPPLEMENT, dated as of August 1, 1996, among 
AETNA SERVICES, INC. (formerly Aetna Life and Casualty Company),
a corporation duly organized and validly existing under the laws 
of the State of Connecticut (the "Company"), AETNA INC., a 
corporation duly organized and validly existing under the laws of 
the State of Connecticut (the "Guarantor"), and THE FIRST NATIONAL 
BANK OF CHICAGO, as trustee (the "Trustee").

         RECITALS OF THE COMPANY AND THE GUARANTOR

         The Company and the Trustee have heretofore executed and 
delivered an Indenture dated as of November 1, 1994 (the 
"Indenture"), which provides for the issuance from time to time by 
the Company of its unsecured debentures, notes or other evidences 
of indebtedness in one or more series ("Debentures", as more fully 
defined in the Indenture).

         Pursuant to an Agreement and Plan of Merger dated as of 
March 30, 1996, as amended by Amendment No. 1 thereto dated as of 
May 30, 1996 among the Company, the Guarantor, U.S. Healthcare, 
Inc., Antelope Sub, Inc., a wholly owned subsidiary of the 
Guarantor ("Aetna Sub"), and New Merger Corporation, a wholly 
owned subsidiary of the Guarantor, on July 19, 1996 Aetna Sub was 
merged with and into the Company with the result that the Company 
is as of the date of this First Indenture Supplement a direct 
wholly-owned subsidiary of the Guarantor.  In connection with such 
merger the Company's Certificate of Incorporation was amended to 
change its name to Aetna Services, Inc.

         As of the date of this First Indenture Supplement, the 
only Debentures of the Company that have been issued and remain 
outstanding under the Indenture consist of $275,000,000 original 
principal amount of 9 1/2% Series A Subordinated Debentures Due 
November 22, 2024 (the "9 1/2% Debentures").

         This First Indenture Supplement amends the Indenture, 
pursuant to Section 901 thereof: (i) to provide for the full and 
unconditional guarantee by the Guarantor of the due and punctual 
payment of the principal of, premium, if any, and interest on the 
9 1/2% Debentures previously issued under the Indenture and (ii) 
to make certain other changes to the terms of the Indenture.

         All acts and proceedings required by law, by the 
Indenture and by the certificates of incorporation and bylaws of 
the Company and the Guarantor necessary to constitute this First 
Indenture Supplement a valid and binding agreement for the uses 
and purpose herein set forth in accordance with its terms have 
been done and performed, and the execution and delivery of this 
First Indenture Supplement have in all respects been duly 
authorized.



         NOW, THEREFORE, in consideration of the foregoing and 
other valuable consideration, the receipt and sufficiency of which 
are hereby acknowledged, each party agrees as follows for the 
benefit of the other parties and for the equal and ratable benefit 
of the holders of the Debentures.

                             ARTICLE 1

                            AMENDMENTS

         SECTION 101.  The Guarantor is hereby made a party to the 
Indenture.

         SECTION 102.  Section 101 of the Indenture is hereby 
amended to add to the definitions set forth in such Section the 
following additional definitions in the appropriate alphabetical 
order:

         First Indenture Supplement:

         The term "First Indenture Supplement" shall mean the 
    First Indenture Supplement dated as of August 1, 1996 to this 
    Indenture.

        Guarantee:

         The term "Guarantee" shall mean the guarantee set forth 
    in Section 1601 hereof, including any evidence of such 
    guarantee by endorsement on any Guaranteed Security pursuant 
    to Section 1602 hereof.  The Guarantee shall be deemed part of 
    the Guaranteed Securities.

         Guaranteed Securities:

         The term "Guaranteed Securities" shall mean, the 
    $275,000,000 original principal amount of 9 1/2% Series A 
    Subordinated Debentures Due November 22, 2024, issued under 
    the Indenture prior to the date of the First Indenture 
    Supplement and remaining outstanding as of such date and 
    "Guaranteed Security" means any of such Securities.

        Guarantor:

       The term "Guarantor" shall mean AETNA INC., a Connecticut 
    corporation, and, subject to the provisions of Section 1606, 
    shall also include its successors and assigns.  

         Guarantor Senior Debt:

                                  2


         The term "Guarantor Senior Debt" means the principal of 
    (and premium, if any) and interest, if any (including interest 
    accruing on or after the filing of any petition in bankruptcy 
    or for reorganization relating to the Guarantor to the extent 
    that such claim for post-petition interest is allowed in such 
    proceeding) on Debt of the Guarantor, whether incurred on or 
    prior to the date of the First Indenture Supplement or 
    thereafter incurred, unless, in the instrument creating or 
    evidencing the same or pursuant to which the same is 
    outstanding, it is provided that such obligations are not 
    superior in right of payment to the Guarantee or to other Debt 
    of the Guarantor which is pari passu with, or subordinated to 
                              ____ _____                          
    the Guarantee or to other securities of the Guarantor which 
    are junior to the Guarantee; provided, however, that Senior 
                                 ________  _______              
    Debt shall not be deemed to include the Guarantee.

         SECTION 103.  (a)  The definition of "Board of Directors" 
set forth in Section 101 of the Indenture is hereby amended by 
inserting the words "or of the Guarantor, as the case may be" 
immediately after the words "the Company" therein.

         (b)  The definitions of "Board Resolution", "Officers' 
Certificate" and "Company Request" or "Company Order" set forth in 
Section 101 of the Indenture are hereby amended by inserting the 
words "or of the Guarantor, as the case may be" immediately after 
the words "the Company" appearing therein.

         (c)  The definition of "Opinion of Counsel" set forth in 
Section 101 of the Indenture is hereby amended by inserting the 
words" or the Guarantor", immediately after the words "the 
Company," therein.

         SECTION 104.  A new Article Sixteen and Article Seventeen 
are added to the Indenture to read in their entirety as follows:


                             ARTICLE SIXTEEN

                                Guarantee

              SECTION 1601.  Guarantee.  The Guarantor hereby 
         unconditionally guarantees to each Holder of a 
         Guaranteed Security authenticated and delivered by or 
         on behalf of the Trustee the due and punctual payment 
         of the principal of, premium, if any, and interest on 
         such Guaranteed Security, when and as the same shall 
         become due and payable, whether at Stated Maturity, by 
         declaration of acceleration, call for redemption or 
         otherwise, according to the terms of such Guaranteed 
         Securities and of the Indenture.  In case of default 
         by the Company in the payment of any such principal, 
         premium or interest, the Guarantor hereby agrees duly 
         and punctually to make any such payment when and as 
         the same shall become due and payable, whether at 
         Stated Maturity, by declaration of acceleration, call 
         for redemption 

                                  3


         or otherwise, and as if such payment was made by the 
         Company.  The Guarantor hereby agrees that its 
         obligations hereunder shall be as if it were principal 
         debtor and not merely surety, and shall be absolute 
         and unconditional, irrespective of, and shall be 
         unaffected by, the validity, legality or 
         enforceability of any such Guaranteed Security or the 
         Indenture, the absence of any action to enforce the 
         same, or any waiver, modification, indulgence or 
         consent granted to the Company with respect thereto by 
         the Holder of any Guaranteed Security of any series or 
         by the Trustee, the recovery of any judgment against 
         the Company or any action to enforce the same, or any 
         other circumstance that might otherwise constitute a 
         legal or equitable discharge or defense of a surety or 
         guarantor; provided, however, that notwithstanding the 
         foregoing, no such waiver, modification or indulgence 
         shall, without the consent of the Guarantor, increase 
         the principal amount of a Guaranteed Security or the 
         interest rate thereon or increase any premium payable 
         upon redemption thereof.  The Guarantor hereby waives 
         diligence, presentment, demand of payment, filing of 
         claims with a court in the event of merger or 
         bankruptcy of the Company, any right of set-off or 
         counterclaim, any right to require a proceeding first 
         against the Company, protest or notice with respect to 
         any Guaranteed Security or the indebtedness evidenced 
         thereby and all demands whatsoever, and covenants that 
         this Guarantee will not be discharged as to any 
         Guaranteed Security except by payment in full of the 
         principal of (premium, if any) and interest on such 
         Guaranteed Security.

              The Guarantor shall be subrogated to all rights of a 
         Holder of a Guaranteed Security against the Company in 
         respect of any amounts paid to such Holder by the 
         Guarantor pursuant to the provisions of the Guarantee; 
         provided, however, that the Guarantor shall not, without 
         the consent of all Holders of Guaranteed Securities of 
         such series be entitled to enforce, or to receive, any 
         payments arising out of or based upon such right of 
         subrogation until the principal of, premium, if any, and 
         interest then due and payable on all Guaranteed 
         Securities of the relevant series shall have been 
         irrevocably paid in full in accordance with the terms of 
         such Guaranteed Securities.

              The Guarantee is a guarantee of payment when due and 
         not of collection.  The Guarantee shall continue to be 
         effective, or be reinstated, as the case may be, in 
         respect of any Guaranteed Securities if at any time 
         payment, or any part thereof, of such Guaranteed Security 
         is rescinded or must otherwise be restored or returned by 
         the Holder of such Guaranteed Security or any trustee for 
         such Holder upon the insolvency, bankruptcy, dissolution, 
         liquidation or reorganization of the Company or any other 
         entity, or upon or as a result of the appointment of a 
         receiver, intervenor or conservator of, or trustee or 
         similar officer for, the Company or any other entity or 

                                  4


         any substantial part of their respective property, or 
         otherwise, all as though such payments had not been made.

              SECTION 1602.  Execution of Guarantees.  At the time 
         that any Guaranteed Security is authenticated and 
         delivered by the Trustee after the date of the First 
         Indenture Supplement in connection with the registration 
         of transfer, exchange or replacement of a Guaranteed 
         Security pursuant to Section 304, 305 or 306 of this 
         Indenture, as evidence of the Guarantee set forth in 
         Section 1601 hereof, the Guarantor hereby agrees that 
         notation of such Guarantee shall be endorsed on the 
         reverse of such Guaranteed Security in the form set forth 
         in Section 1603 hereof.  The Guarantee shall be executed 
         on behalf of the Guarantor by its Chairman, a Vice 
         Chairman, its President, any Vice President, its 
         Treasurer or Assistant Treasurer under its corporate seal 
         attested by its Corporate Secretary or one of its 
         Assistant Corporate Secretaries.  The signatures of any 
         or all of these officers on the Guarantees may be manual 
         or by facsimile and may be imprinted or otherwise 
         reproduced on the Guaranteed Security.  The seal of the 
         Guarantor may be in the form of a facsimile thereof and 
         may be impressed, affixed, imprinted or otherwise 
         reproduced on the Guaranteed Securities.

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

              The Guarantor hereby agrees that the Guarantee set 
         forth in Section 1601 hereof shall remain in full force 
         and effect and shall apply to each Guaranteed Security 
         executed, authenticated, issued and delivered under this 
         Indenture, whether or not a notation of the Guarantee is 
         endorsed on such Guaranteed Security.

              The execution and delivery by the Company and the 
         Guarantor of the First Indenture Supplement to the 
         Trustee shall constitute due delivery of the Guarantee 
         set forth herein on behalf of the Guarantor with respect 
         to all outstanding Guaranteed Securities.  However, the 
         Guarantee shall not be valid or become obligatory for any 
         purpose with respect to any specific Guaranteed Security 
         unless the Certificate of Authentication on such 
         Guaranteed Security provided for in Section 205 of this 
         Indenture shall have been signed by the Trustee.

              SECTION 1603.  Form of Notation of Guarantee.  The 
         Guarantee shall be endorsed on the Guaranteed Securities 
         pursuant to Section 1602 hereof in the following form:

                                  5


                    [Form of Notation of Guarantee]


                             GUARANTEE
                                 OF
                             AETNA INC.

              Aetna Inc., a Connecticut corporation (herein called 
         the "Guarantor", which term includes any successor 
         corporation under the Indenture referred to in the 
         Debenture upon which this Guarantee is endorsed), for 
         value received, hereby unconditionally guarantees to the 
         Holder of the Debenture upon which this Guarantee is 
         endorsed the due and punctual payment of the principal 
         of, premium, if any, and interest on said Debenture, when 
         and as the same shall become due and payable, whether at 
         Stated Maturity, by declaration of acceleration, call for 
         redemption or otherwise, according to the terms thereof 
         and of the Indenture dated as of November 1, 1994, as 
         amended (herein called the "Indenture"), between Aetna 
         Services, Inc. (herein called the "Company") and The 
         First National Bank of Chicago, as Trustee.  In case of 
         the failure of the Company punctually to make any such 
         payment of principal, premium or interest, the Guarantor 
         hereby agrees to pay or to cause any such payment to be 
         made punctually when and as the same shall become due and 
         payable, whether at Stated Maturity, by declaration of 
         acceleration, call for redemption or otherwise, and as if 
         such payment were made by the Company.  The Guarantor 
         hereby agrees that its obligations hereunder shall be as 
         if it were principal debtor and not merely surety, and 
         shall be absolute and unconditional, irrespective of, and 
         shall be unaffected by, the validity, legality or 
         enforceability of said Debenture or the Indenture, or the 
         absence of any action to enforce the same, or any waiver, 
         modification, indulgence or consent granted to the 
         Company with respect thereto by the Holder of said 
         Debenture or by the Trustee, the recovery of any judgment 
         against the Company or any action to enforce the same or 
         any other circumstance that might otherwise constitute a 
         legal or equitable discharge or defense of a surety or 
         guarantor; provided, however, that notwithstanding the 
         foregoing, no such waiver, modification or indulgence 
         shall, without the consent of the Guarantor, increase the 
         principal amount of said Debenture or the interest rate 
         thereon or increase any premium payable upon redemption 
         thereof.  The Guarantor hereby waives diligence, 
         presentment, demand of payment, filing of claims with a 
         court in the event of bankruptcy of the Company, any 
         right of set-off or to counterclaim, any right to require 
         a proceeding first against the Company, protest or notice 
         with respect to said Debenture or the indebtedness 
         evidenced thereby and all demands whatsoever, and 
         covenants that this Guarantee will not be discharged 
         except by payment in full of the principal of, and 
         premium, if any, and interest on said Debenture.

                                  6


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

              The Guarantor shall be subrogated to all rights of 
         the Holder against the Company in respect of any amounts 
         paid to such Holder by the Guarantor pursuant to the 
         provisions of this Guarantee, provided, however, that the 
         Guarantor shall not, without the consent of all Holders 
         of all outstanding Debentures of the same series issued 
         under the Indenture, be entitled to enforce, or to 
         receive, any payments arising out of, or based upon, such 
         right of subrogation until the principal of, premium, if 
         any, and interest then due and payable on all Debentures 
         of the same series issued under the Indenture shall have 
         been irrevocably paid in full in accordance with the 
         terms of such Debentures.

              This Guarantee is a guarantee of payment when due 
         and not of collection.  This Guarantee shall continue to 
         be effective, or be reinstated, as the case may be, in 
         respect of said Debenture if at any time payment, or any 
         part thereof, of said Debenture is rescinded or must 
         otherwise be restored or returned by the Holder of said 
         Debenture or any trustee for said Holder upon the 
         insolvency, bankruptcy, dissolution, liquidation or 
         reorganization of the Company or any other entity, or 
         upon or as a result of the appointment of a receiver, 
         intervenor or conservator of, or trustee or similar 
         officer for, the Company or any other entity or any 
         substantial part of their respective property, or 
         otherwise, all as though such payments had not been made.

              No reference herein to such Indenture and no 
         provision of this Guarantee or of such Indenture shall 
         alter or impair the guarantee of the Guarantor, which is 
         absolute and unconditional, of the due and punctual 
         payment of the principal of, and premium, if any, and 
         interest on the Debenture upon which this Guarantee is 
         endorsed at the times, place and rate, and in the cash or 
         currency prescribed herein.

              This Guarantee shall be governed by and construed in 
         accordance with the laws of the State of New York, but 
         without regard to principles of conflicts of laws.

              This Guarantee shall not be valid or become 
         obligatory for any purpose with respect to any Debenture 
         unless the certificate of 

                                  7


         authentication on said Debenture shall have been manually 
         signed by or on behalf of the Trustee under the 
         Indenture.


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

              IN WITNESS WHEREOF, Aetna Inc. has caused the 
         execution hereof in its corporate name by its duly 
         authorized officers.


                                          Aetna Inc.

                                          By___________________

         [Seal]

         Attest:


         ______________________________________
             [Assistant] Corporate Secretary

              SECTION 1604.  Reports by the Guarantor.  The 
         Guarantor shall file with the Trustee and the Commission, 
         and transmit to Holders, such information, documents and 
         other reports, and such summaries thereof, as may be 
         required pursuant to the Trust Indenture Act at the times 
         and in the manner provided pursuant to 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 Exchange Act shall be filed with the Trustee 
         within 15 days after the same is so required to be filed 
         with the Commission.

              SECTION 1605.  Guarantor's Statement as to 
         Compliance; Notice of Certain Events of Default.  The 
         Guarantor will deliver to the Trustee within 120 days 
         after the end of each fiscal year of the Guarantor ending 
         after the date of this First Indenture Supplement, a 
         certificate signed by the Guarantor's principal executive 
         officer, the principal financial officer or the principal 
         accounting officer stating whether or not to the best 
         knowledge of the signer thereof the Guarantor is in 
         compliance with all terms, conditions and covenants of 
         the Indenture (without regard to any period of grace or 
         requirement of notice provided thereunder) and, if the 
         signer has obtained knowledge of any continuing default 
         by the Guarantor in the performance, observance or 
         fulfillment of any such term, condition or covenant, 
         specifying each such default and the nature thereof.  

                                  8


              SECTION 1606.  Guarantor May Consolidate, Etc., Only 
         on Certain Terms.  The Guarantor shall not consolidate 
         with or merge into any other Person or sell its 
         properties and assets as, or substantially as, an 
         entirety to any Person, and the Guarantor shall not 
         permit any Person to consolidate with or merge into the 
         Guarantor, unless:

              (1)  in the case the Guarantor shall consolidate 
         with or merge into another Person (including, without 
         limitation, the Company) or sell its properties and 
         assets as, or substantially as, an entirety to any Person 
         (including, without limitation, the Company), the Person 
         formed by such consolidation or into which the Guarantor 
         is merged or the Person which purchases the properties 
         and assets of the Guarantor as, or substantially, as an 
         entirety shall be a corporation, partnership or trust, 
         shall be organized and validly existing under the laws of 
         the United States of America, any State thereof or the 
         District of Columbia and shall expressly assume, by an 
         indenture supplemental hereto, executed and delivered to 
         the Trustee, in form satisfactory to the Trustee, the due 
         and punctual performance of the obligations of the 
         Guarantor under the Guarantee of the Guaranteed 
         Securities then outstanding and the performance or 
         observance of every covenant of this Indenture on the 
         part of the Guarantor to be performed or observed, by 
         supplemental indenture satisfactory in form to the 
         Trustee, executed and delivered to the Trustee, by the 
         Person (if other than the Guarantor) formed by such 
         consolidation or into which the Guarantor shall have been 
         merged or by the corporation which shall have acquired 
         the Guarantor's assets;

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

              (3)  the Guarantor has delivered to the Trustee an 
         Officers' Certificate and an Opinion of Counsel, each 
         stating that such consolidation, merger, or sale and, if 
         a supplemental indenture is required in connection with 
         such transaction, such supplemental indenture comply with 
         this Section 1606 and that all conditions precedent 
         herein provided for relating to such transaction have 
         been complied with.

              Upon any consolidation of the Guarantor with, or 
         merger of the Guarantor into, any Person or any sale of 
         the properties and assets of the Guarantor as, or 
         substantially as, an entirety in accordance with this 
         Section 1606, the successor Person formed by such 
         consolidation or into which the Guarantor is merged or to 
         which such sale is made shall succeed to, and be 
         substituted for, and may exercise every right and power 
         of, the Guarantor under this Indenture with the same 
         effect as if such successor Person had been named as the 
         Guarantor herein, and thereafter, the predecessor Person 
         shall be relieved of all obligations and covenants under 
         this Indenture and the Guaranteed Securities.

                                  9


              SECTION 1607.  Personal Immunity from Liability of 
         Incorporators, Stockholders, Etc.  No recourse shall be 
         had for the payment of any obligations of the Guarantor 
         with respect to the Guaranteed Securities, the Guarantee 
         or this Indenture or any indenture supplemental hereto, 
         against any incorporator, or against any past, present or 
         future stockholder, director or officer, as such, of the 
         Guarantor or of any successor corporation, whether by 
         virtue of any constitution, statute or rule of law, or by 
         the enforcement of any assessment or penalty or 
         otherwise, all such liability being expressly waived and 
         released as a condition of, and as consideration for, the 
         execution of the First Indenture Supplement by the 
         Guarantor and the issue of the Guarantee.

                                ARTICLE SEVENTEEN

                           Subordination of Guarantees

              SECTION 1701. Guarantee Subordinate to Guarantor 
         Senior Debt.  The Guarantor covenants and agrees, and 
         each Holder of a Guaranteed Security by its acceptance of 
         the Guaranteed Securities, likewise covenants and 
         agrees, that, to the extent and in the manner hereinafter 
         set forth in this Article (subject to the provisions of 
         Article Four and Article Twelve), all obligations of the 
         Guarantor under the Guarantee are hereby expressly made 
         subordinate and subject in right of payment to the prior 
         payment in full of all amounts then due and payable in 
         respect of all Guarantor Senior Debt.


              SECTION 1702.  Payment Over of Proceeds Upon 
         Dissolution, Etc., of the Guarantor.  In the event of (a) 
         any insolvency or bankruptcy case or proceeding, or any 
         receivership, liquidation, arrangement, reorganization, 
         debt restructuring or other similar case or proceeding in 
         connection with any insolvency or bankruptcy proceeding, 
         relative to the Guarantor or to its assets, or (b) any 
         liquidation, dissolution or other winding up of the 
         Guarantor, whether voluntary or involuntary and whether 
         or not involving insolvency or bankruptcy, or (c) any 
         assignment for the benefit of creditors or any other 
         marshalling of assets and liabilities of the Guarantor, 
         then and in any such event specified in (a), (b) or (c) 
         above (each such event, if any, herein sometimes referred 
         to as a "Guarantor Proceeding") the holders of Guarantor 
         Senior Debt shall be entitled to receive payment in full 
         of all amounts due or to become due on or in respect of 
         all Guarantor Senior Debt, or provision shall be made for 
         such payment in cash or cash equivalents or otherwise in 
         a manner satisfactory to the holders of Guarantor Senior 
         Debt, before the Holders of the Guaranteed Securities are 
         entitled to receive any payment or distribution of any 
         kind or character, whether in cash, property or 
         securities (including any payment or distribution which 
         may be payable or deliverable by reason of the payment of 
         any other Debt of the Guarantor subordinated to the 
         payment of the Guarantee, such payment or distribution 
         being hereinafter referred to as "Guarantor Junior 
         Subordinated Payment"), pursuant to the 

                                  10


         Guarantee of the Guarantor on account of principal of (or 
         premium, if any) or interest on the Guaranteed Securities 
         or on account of the purchase or other acquisition of 
         Guaranteed Securities by the Guarantor or any Subsidiary 
         of the Guarantor and to that end the holders of Guarantor 
         Senior Debt shall be entitled to receive, for application 
         to the payment thereof, any payment or distribution of 
         any kind or character, whether in cash, property or 
         securities, including any Guarantor Junior Subordinated 
         Payment, which may be payable or deliverable pursuant to 
         the Guarantee of the Guarantor in respect of the 
         Guaranteed Securities in any such Guarantor Proceeding.

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

              For purposes of this Article only, the words "any 
         payment or distribution of any kind or character, whether 
         in cash, property or securities" shall not be deemed to 
         include shares of stock of the Guarantor as reorganized 
         or readjusted, or securities of the Guarantor or any 
         other corporation provided for by a plan of 
         reorganization or readjustment which securities are 
         subordinated in right of payment to all then outstanding 
         Guarantor Senior Debt to substantially the same extent as 
         the Guarantee is so subordinated as provided in this 
         Article.  The consolidation of the Guarantor with, or the 
         merger of the Guarantor into, another Person or the 
         liquidation or dissolution of the Guarantor following the 
         sale of all or substantially all of its properties and 
         assets as an entirety to another Person or the 
         liquidation or dissolution of the Guarantor following the 
         sale of all or substantially all of its properties and 
         assets as an entirety to another Person upon the terms 
                                  11


         and conditions set forth in Section 1606 shall not be 
         deemed a Guarantor Proceeding for the purposes of this 
         Section if the Person formed by such consolidation or 
         into which the Guarantor is merged or the Person which 
         acquires by sale such properties and assets as an 
         entirety, as the case may be, shall, as a part of such 
         consolidation, merger, or sale comply with the conditions 
         set forth in Section 1606.

              SECTION 1703.  Prior Payment to Guarantor Senior 
         Debt Upon Acceleration of Guaranteed Securities.  In the 
         event that the Guaranteed Securities are declared due and 
         payable before their Stated Maturity, then and in such 
         event the holders of the Guarantor Senior Debt 
         outstanding at the time the Guaranteed Securities so 
         become due and payable shall be entitled to receive 
         payment in full of all amounts due on or in respect of 
         such Guarantor Senior Debt, or provision shall be made 
         for such payment in cash or cash equivalents or otherwise 
         in a manner satisfactory to the holders of Guarantor 
         Senior Debt, before the Holders of the Guaranteed 
         Securities are entitled to receive any payment (including 
         any payment which may be payable by reason of the payment 
         of any other indebtedness of the Guarantor being 
         subordinated to the payment of the Guarantee) pursuant to 
         the Guarantee of the Guarantor on account of the 
         principal of (or premium, if any) or interest on the 
         Guaranteed Securities or on account of the purchase or 
         other acquisition of Guaranteed Securities by the 
         Guarantor or any Subsidiary of the Guarantor; provided, 
                                                       ________  
         however, that nothing in this Section shall prevent the 
         _______                                                 
         satisfaction of any sinking fund payment in accordance 
         with Article Thirteen by delivering and crediting 
         pursuant to Section 1302 Guaranteed Securities which have 
         been acquired (upon redemption or otherwise) prior to 
         such declaration of acceleration.

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

              The provisions of this Section shall not apply to 
         any payment with respect to which Section 1702 would be 
         applicable.

                                  12


              SECTION 1704.  No Payment When Guarantor Senior Debt 
         in Default.  (a)  In the event and during the 
         continuation of any default in the payment of principal 
         of (or premium, if any) or interest on any Guarantor 
         Senior Debt, or in the event that any event of default 
         with respect to any Guarantor Senior Debt shall have 
         occurred and be continuing and shall have resulted in 
         such Guarantor Senior Debt becoming or being declared due 
         and payable prior to the date on which it would otherwise 
         have become due and payable, unless and until such event 
         of default shall have been cured or waived or shall have 
         ceased to exist and such acceleration shall have been 
         rescinded or annulled, or (b) in the event any judicial 
         proceeding shall be pending with respect to any such 
         default in payment or such event of default, then no 
         payment (including any payment which may be payable by 
         reason of the payment of any other indebtedness of the 
         Guarantor being subordinated to the payment of the 
         Guarantees) shall be made by the Guarantor pursuant to 
         the Guarantee on account of principal of (or premium, if 
         any) or interest on the Guaranteed Securities or on 
         account of the purchase or other acquisition of 
         Guaranteed Securities by the Guarantor or any Subsidiary 
         of the Guarantor; provided, however, that nothing in this 
                           ________  _______                       
         Section shall prevent the satisfaction of any sinking 
         fund payment in accordance with Article Thirteen by 
         delivering and crediting pursuant to Section 1302 
         Guaranteed Securities which have been acquired (upon 
         redemption or otherwise) prior to such default in payment 
         or event of default.

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

              The provisions of this Section shall not apply to 
         any payment with respect to which Section 1702 would be 
         applicable.

              SECTION 1705.  Payment Permitted If No Default.  
         Nothing contained in this Article or elsewhere in this 
         Indenture or in any of the Guaranteed Securities or the 
         Guarantee shall prevent (a) the Guarantor, at any time 
         except during the pendency of any Guarantor Proceeding 
         referred to in Section 1702 or under the conditions 
         described in Sections 1703 and 1704, from making payments 
         at any time pursuant to the Guarantee of the Guarantor of 
         principal of (and premium, if any) or interest on the 
         Guaranteed Securities, or (b) the application by the 
         Trustee of any money deposited with it hereunder to the 
         payment of or on account of the principal of (and 
         premium, if any) or interest on the Guaranteed Securities 
         or the retention of such payment by the Holders, if, at 
         the time of such application by the Trustee, it did not 
         have knowledge that such payment would have been 
         prohibited by the provisions of this Article.

               SECTION 1706.  Subrogation to Rights of Holders of 
         Guarantor Senior Debt.  Subject to the payment in full of 
                                  13


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

              SECTION 1707.  Provisions Solely to Define Relative 
         Rights.  The provisions of this Article are and are 
         intended solely for the purpose of defining the relative 
         rights of the Holders of the Guaranteed Securities on the 
         one hand and the holders of Guarantor Senior Debt on the 
         other hand.  Nothing contained in this Article or 
         elsewhere in this Indenture or in the Guaranteed 
         Securities or in the Guarantee is intended to or shall 
         (a) impair, as among the Guarantor, its creditors other 
         than holders of Guarantor Senior Debt, and the Holders of 
         the Guaranteed Securities, the obligations of the 
         Guarantor, which are absolute and unconditional (and 
         which, subject to the rights under this Article of the 
         holders of Guarantor Senior Debt, are intended to rank 
         equally with all other general unsecured obligations of 
         the Guarantor), to pay to the Holders of the Guaranteed 
         Securities pursuant to and in accordance with the 
         Guarantee the principal of (and premium, if any) and 
                                  14


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

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

              SECTION 1708.  Trustee to Effectuate Subordination. 
          Each Holder of a Guaranteed Security by his or her 
          acceptance thereof authorizes and directs the Trustee on 
          his or her behalf to take such action as may be 
          necessary or appropriate to acknowledge or effectuate 
          the subordination provided in this Article and appoints 
          the Trustee his or her attorney-in-fact for any and all 
          such purposes.

              SECTION 1709.  No Waiver of Subordination 
         Provisions.   No right of any present or future holder of 
         any Guarantor Senior Debt to enforce subordination as 
         herein provided shall at any time in any way be 
         prejudiced or impaired by any act or failure to act on 
         the part of the Guarantor or by any act or failure to 
         act, in good faith, by any such holder, or by any 
         noncompliance by the Guarantor with the terms, provisions 
         and covenants of this Indenture, regardless of any 
         knowledge thereof that any such holder may have or be 
         otherwise charged with.

              Without in any way limiting the generality of the 
         foregoing paragraph, the holders of Guarantor Senior Debt 
         may, at any time and from time to time, without the 
         consent of or notice to the Trustee or the Holders of the 
         Guaranteed Securities, without incurring responsibility 
         to the Holders of the Guaranteed Securities, and without 
         impairing or releasing the subordination provided in this 
         Article or the obligations hereunder of the Holders of 
         the Guaranteed Securities, to the holders of Guarantor 
         Senior Debt, do any one or more of the following:  (i) 
         change the manner, place or terms of payment or extend 
         the time of payment of, or renew or alter or increase, 
         Guarantor Senior Debt, or otherwise amend or supplement 
         in any manner the Guarantor Senior Debt or any 
         instrument evidencing the same or any agreement under 
         which Guarantor Senior Debt is outstanding; (ii) sell, 
         exchange, release or otherwise deal with any property 
         pledged, mortgaged or otherwise securing Guarantor Senior 

                                  15


         Debt; (iii) release any Person liable in any manner for 
         the collection of Guarantor Senior Debt; and (iv) 
         exercise or refrain from exercising any rights against 
         the Company and any other Person.

              SECTION 1710.  Notice to Trustee.  The Guarantor 
         shall give prompt written notice to the Trustee of any 
         fact known to the Guarantor which would prohibit the 
         making of any payment to or by the Trustee in respect of 
         the Guarantee.  Notwithstanding the provisions of this 
         Article or any other provision of this Indenture, the 
         Trustee shall not be charged with knowledge of the 
         existence of any facts which would prohibit the making of 
         any payment to or by the Trustee in respect of the 
         Guarantee, unless and until the Trustee shall have 
         received written notice thereof from the Guarantor or a 
         holder of Guarantor Senior Debt or from any trustee, 
         agent or representative therefor; and, prior to the 
         receipt of any such written notice, the Trustee, subject 
         to the provisions of Section 601, shall be entitled in 
         all respects to assume that no such facts exist; 
         provided, however, that if the Trustee shall not have 
         ________  _______                                     
         received the notice provided for in this Section at least 
         two Business Days prior to the date upon which by the 
         terms hereof any money may become payable for any purpose 
         (including, without limitation, the payment of the 
         principal of (and premium, if any) or interest on any 
         Guaranteed Security), then, anything herein contained to 
         the contrary notwithstanding, the Trustee shall have full 
         power and authority to receive such money and to apply 
         the same to the purpose for which such money was received 
         and shall not be affected by any notice to the contrary 
         which may be received by it within two Business Days 
         prior to such date.

              Subject to the provisions of Section 601, the 
         Trustee shall be entitled to rely on the delivery to it 
         of a written notice by a Person representing himself or 
         herself to be a holder of Guarantor Senior Debt (or a 
         trustee, agent or representative therefor) to establish 
         that such notice has been given by a holder of Guarantor 
         Senior Debt (or a trustee, agent or representative 
         therefor).  In the event that the Trustee determines in 
         good faith that further evidence is required with respect 
         to the right of any Person as a holder of Guarantor 
         Senior Debt to participate in any payment or distribution 
         pursuant to this Article, the Trustee may request such 
         Person to furnish evidence to the reasonable satisfaction 
         of the Trustee as to the amount of Guarantor Senior Debt 
         held by such Person, the extent to which such Person is 
         entitled to participate in such payment or distribution 
         and any other facts pertinent to the rights of such 
         Person under this Article, and if such evidence is not 
         furnished, the Trustee may defer any payment to such 
         Person pending judicial determination as to the right of 
         such Person to receive such payment.

              SECTION 1711.  Reliance on Judicial Order or 
         Certificate of Liquidating Agent.  Upon any payment or 
         distribution of assets of the Guarantor referred to in 
         this Article, the Trustee, subject to the provisions of 
         Section 601, and the Holders of the Guaranteed Securities 
         shall be entitled to rely upon any order or decree 
         entered by any court of competent jurisdiction in which 
                                  16


         such Guarantor Proceeding is pending, or a certificate of 
         the trustee in bankruptcy, receiver, liquidating trustee, 
         custodian, assignee for the benefit of creditors, agent 
         or other Person making such payment or distribution, 
         delivered to the Trustee or to the Holders of Guaranteed 
         Securities, for the purpose of ascertaining the Persons 
         entitled to participate in such payment or distribution, 
         the holders of the Guarantor Senior Debt and other 
         indebtedness of the Guarantor, the amount thereof or 
         payable thereon, the amount or amounts paid or 
         distributed thereon and all other facts pertinent thereto 
         or to this Article.

              SECTION 1712.  Trustee Not Fiduciary For Holders of 
         Guarantor Senior Debt.  The Trustee, in its capacity as 
         trustee under this Indenture, shall not be deemed to owe 
         any fiduciary duty to the holders of Guarantor Senior 
         Debt and shall not be liable to any such holders if it 
         shall in good faith mistakenly pay over or distribute to 
         Holders of Guaranteed Securities or to the Guarantor or 
         to any other Person cash, property or securities to which 
         any holders of Guarantor Senior Debt shall be entitled by 
         virtue of this Article or otherwise.

              SECTION 1713.  Rights of Trustee as Holder of 
         Guarantor Senior Debt; Preservation of Trustee's Rights. 
         The Trustee in its individual capacity shall be entitled 
         to all the rights set forth in this Article with respect 
         to any Guarantor Senior Debt which may at any time be 
         held by it, to the same extent as any other holder of 
         Guarantor Senior Debt, and nothing in this Indenture 
         shall deprive the Trustee of any of its rights as such 
         holder.

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

              SECTION 1714.  Article Applicable to Paying Agents. 
          In case at any time any Paying Agent other than the 
          Trustee shall have been appointed by the Guarantor and 
          be then acting hereunder, the term "Trustee" as used in 
          this Article shall in such case (unless the context 
          otherwise requires) be construed as extending to and 
          including such Paying Agent within its meaning as fully 
          for all intents and purposes as if such Paying Agent 
          were named in this Article in addition to or in place of 
          the Trustee.

              SECTION 1715.  Defeasance of This Article Seventeen. 
          The subordination of the Guarantee provided by this 
          Article Seventeen is expressly made subject to the 
          provisions for defeasance or covenant defeasance in 
          Article Twelve and, anything herein to the contrary 
          notwithstanding, upon the effectiveness of any such 
          defeasance or covenant defeasance with respect to the 
          Guaranteed Securities, the Guarantee of the Guarantor 
          with respect to the Guaranteed Securities shall 
          thereupon cease to be subordinated pursuant to this 
          Article Seventeen.

              SECTION 105.  Section 102 of the Indenture is hereby 
amended by inserting the words "and Section 1605" after the words 
"Section 1004" in the second paragraph of such section.
                                  17


              SECTION 106.  Section 105 of the Indenture is hereby 
amended by inserting the words "or the Guarantor" after the words 
"the Company" each time such words appear in subparagraphs (1) and 
(2) thereof.  The Trustee hereby agrees that, substantially 
simultaneously with its furnishing to the Company any notice or 
communication under the Indenture, as amended hereby, the Trustee 
shall furnish a copy thereof to the Guarantor.  The Company hereby 
agrees that, substantially with its receiving or furnishing any 
notice or communication under the Indenture, as amended hereby, 
the Company will provide a copy thereof to the Guarantor.

              SECTION 107.  Section 106 of the Indenture is hereby 
amended as follows:

              (a) The words ", the Guarantor" are inserted after 
the word "Company" in the ninth and thirteenth lines of the first 
paragraph thereof.

              (b) The words "and the Guarantor" are inserted after 
the words "the Company" in the twelfth line of the first paragraph 
thereof.

              SECTION 108.  Section 109 of the Indenture is hereby 
amended by adding the words "or the Guarantor" after the words 
"the Company".

              SECTION 109.  Section 308 of the Indenture is hereby 
amended by inserting (i) the words "the Guarantor," after the word 
"Company," in the second, third and eighth lines thereof and (ii) 
the words "or the Guarantor" after the words "the Company" in the 
ninth line thereof.

              SECTION 110.  Section 401 of the Indenture is hereby 
amended (i) by adding the words "and the Guarantor" after the 
words "the Company" in the last paragraph of such Section and (ii) 
by adding the following as a new penultimate paragraph of such 
Section: 

              "In the event the Company exercises its rights under 
         this Section 401 with respect to the Guaranteed 
         Securities, upon satisfaction by the Company of the 
         conditions set forth in this Section 401 with respect to 
         such series, the Guarantor's obligations under its 
         Guarantee with respect to such Guaranteed Securities 
         shall likewise be satisfied and discharged and the 
         Trustee, at the expense of the Company, shall execute 
         proper instruments acknowledging satisfaction and 
         discharge of this Indenture with respect to such 
         Guaranteed Securities."

              SECTION 111.  Section 402 of the Indenture is hereby 
amended (i) by inserting the words "(and, in respect of the 
Guaranteed Securities, the Guarantee)" after the words 
"Debentures" in the fourth line thereof and (ii) by inserting the 
words "or of holders of Guarantor Senior Debt under Article 
Seventeen" after the words "Article Fourteen" is the last line of 
such Section.

              SECTION 112.  Section 509 of the Indenture is hereby 
amended by inserting the words" the Guarantor," after the words 
"the Company," therein.

                                  18


              SECTION 113.  Section 603 of the Indenture is hereby 
amended by inserting the words "or of the Guarantor, as the case 
may be" after the words "the Company" in paragraph (b) of such 
section.

              SECTION 114.  Section 605 of the Indenture is hereby 
amended by inserting the words "or the Guarantor" after the words 
"the Company" in such section.

              SECTION 115.  Section 607 of the Indenture is hereby 
amended by replacing the words "The Company agrees" with "The 
Company and the Guarantor, jointly and severally, agree" in the 
first line thereof.

              SECTION 116.  (a)  Paragraph (b) of Section 610 of 
the Indenture is hereby amended by inserting the words "and the 
Guarantor" after the words "the Company" in the first sentence 
thereof.

              (b)  Paragraph (c) of Section 610 of the Indenture 
is hereby amended by inserting the words "and to the Guarantor" 
after the words "the Company" in such section.

              (c)  Paragraph (d) of Section 610 of the Indenture 
is hereby amended as follows:

                   (i)  The words "or the Guarantor" are inserted 
              after the words "the Company" in subclause (1) and 
              (2) of such paragraph.

                   (ii)  The words "and the Guarantor" are 
              inserted after the words "the Company" in the first 
              line immediately following subclause (3) of such 
              paragraph.

              (d)  Paragraph (e) of Section 610 of the Indenture 
is hereby amended by inserting the words "and the Guarantor" after 
the words "the Company" each time such words appear in such 
paragraph.

              SECTION 117.  Section 611 of the Indenture is hereby 
amended (i) by inserting the words "and the Guarantor" after the 
words "the Company" each time such words appear in paragraphs (a) 
and (c) of such section, and (ii) by inserting the words ",the 
Guarantor" after the words "the Company" each time such words 
appear in paragraph (b) of such section.

              SECTION 118.  Section 901 of the Indenture is hereby 
amended as follows:  

              (a)  The words "the Guarantor, when authorized by a 
         Board Resolution," are inserted after the words "Board 
         Resolution," in the second line of such section. 

              (b)  The words "or the Guarantor" are inserted after 
         the words "the Company" each time such words appear in 
         paragraphs (1) and (2) of such section.

                                  19


              SECTION 119.  Section 902 of the Indenture is hereby 
amended by inserting the words "the Guarantor, when authorized by 
a Board Resolution" after the words "Board Resolution," in the 
fifth line of the first paragraph of such section.

              SECTION 120.  Section 907 of the Indenture is hereby 
amended by inserting the words "or the Guarantor" after the words 
"the Company" each time such words appear such section.

              SECTION 121.  Article Twelve of the Indenture is 
hereby amended as follows:

              (a)  The words "and, in the case such option is 
         exercised with respect to the Guaranteed Securities, the 
         Guarantor shall be deemed to have been discharged from 
         its obligations, and the provisions of Article Seventeen 
         shall cease to be effective, with respect to the 
         Outstanding Guaranteed Securities and its Guarantee in 
         respect thereof, all" are inserted after the words "of 
         such series"in the sixth line of Section 1202.

              (b)  The words "and, in the case such option is 
         exercised with respect to the Guaranteed Securities, the 
         Guarantor" are inserted after the words "the Company" in 
         the tenth line of Section 1202.

              (c)  The words "and, if applicable, the Guarantee of 
         the Guarantor in respect thereof" are inserted after the 
         words "such series" in the twelfth, fourteenth and 
         fifteenth lines of Section 1202.

              (d)  The word "its" in the thirteenth line of 
         Section 1202 is hereby replaced with the word "their".

              (e)  The words (i) "and, if such option is exercised 
         with respect to the Guaranteed Securities, the Guarantor 
         shall be released from its obligations under Section 
         1606" are inserted after the words "Section 801" in the 
         fifth line of Section 1203, (ii) "and, if such option is 
         exercised with respect to the Guaranteed Securities, the 
         provisions of Article Seventeen shall cease to be 
         effective" are inserted after the word "effective" in the 
         ninth line of Section 1203 and (iii) "and the Guarantor" 
         are inserted after the words "the Company" in the 
         fourteenth line of Section 1203.

              (f)  The words (i) "(or, in the case of the 
         Guaranteed Securities, the Company or the Guarantor)" are 
         inserted after the words "The Company" in the first line 
         of clause (1) of Section 1204 and (ii) "or Guarantor 
         Senior Debt" are inserted after the words "Senior Debt" 
         each time such words appear in clause (8) of Section 
         1204.

                                  20


              (g)  The words (i) "or the Guarantor" are inserted 
         after the words "the Company" in the eleventh line of the 
         first paragraph of Section 1205, (ii) "or the Guarantor, 
         as the case may be," are inserted after the word 
         "Company" in the third line of the third paragraph of 
         Section 1205 and (iii) "and, if applicable, any related 
         Guarantee of such Debentures" are inserted after the 
         words "of such series" in the last line of the third 
         paragraph of Section 1205.

              (h)  The words (i) "and, if applicable, the 
         Guarantor's" are inserted after the words "the Company's" 
         in the sixth line of Section 1206, (ii) "and, if 
         applicable, any related Guarantee of the Guarantor" are 
         inserted after the words "of such series" in the seventh 
         line of Section 1206, (iii) "or, in the case of the 
         Guaranteed Securities, if the Guarantor makes any payment 
         in respect thereof pursuant to its Guarantee of such 
         Guaranteed Securities" are inserted after the words "of 
         its obligations" in the sixteenth line of Section 1206 
         and (iv) "or the Guarantor, as the case may be," are 
         inserted after the words "the Company" in the sixteenth 
         line of Section 1206.


                             ARTICLE 2

                           MISCELLANEOUS

              SECTION 201.  Effectiveness.  This First Indenture 
Supplement shall take effect as of the date hereof.

              SECTION 202.  Indenture Ratified.  Except as herein 
expressly provided, the Indenture is in all respects ratified and 
confirmed by the Company and the Trustee and all the terms, 
provisions and conditions thereof are and will remain in full 
force and effect.

              SECTION 203.  Execution by the Trustee.  The Trustee 
has executed this First Indenture Supplement only upon the terms 
and conditions set forth in the Indenture.  Without limiting the 
generality of the foregoing, the Trustee shall not be responsible 
for the correctness of the recitals herein contained, which shall 
be taken as the statements of the Company and the Guarantor, and 
the Trustee makes no representation and shall have no 
responsibility for, and in respect of, the validity or sufficiency 
of this First Indenture Supplement or the execution thereof by the 
Company or the Guarantor.

              SECTION 204.  Governing Law.  This First Indenture 
Supplement shall be governed by and construed in accordance with 
the laws of the State of New York, but without regard to 
principles of conflicts of laws. 

                                  21


              SECTION 205.  Execution in Counterparts.  This First 
Indenture Supplement may be executed in any number of 
counterparts, each of which shall be an original, but such 
counterparts shall together constitute but one instrument.

                                  22


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

                                  AETNA SERVICES, INC.

         [Seal]

                                  By /s/ Alfred P. Quirk, Jr.
                                    _________________________
                                     Alfred P. Quirk, Jr.
                                     Vice President-Corporate Finance


Attest:

/s/ Paige L. Falasco     
_________________________


                                  AETNA INC.

         [Seal]

                                  By /s/ Alfred P. Quirk, Jr.    
                                    _____________________________
                                     Alfred P. Quirk, Jr.
                                     Vice President-Corporate Finance
                                                                     

Attest:

/s/ Paige L. Falasco     
_________________________


                                  THE FIRST NATIONAL BANK OF CHICAGO, 
                                  as Trustee

         [Seal]

                                  By /s/ John R. Prendiville     
                                    _____________________________


Attest:


/s/ Amy Movitz            
__________________________


                                  23


State of Connecticut
County of Hartford           ss:


              On the 1st day of August, 1996, before me personally 
came Alfred P. Quirk, Jr., to me known, who, being by me duly 
sworn, did depose and say that [he] [she] resides at 44 Stonegate, 
Farmington, CT  06032, that [he] [she] is the Vice President, Corporate 
Finance of Aetna Services, Inc., one of the corporations described 
in and which executed the above instrument; that [he] [she] knows the 
corporate seal of said corporation; that the seal affixed to the 
said instrument is such corporate seal; that it was so affixed by 
authority of the Board of Directors of said corporation, and that 
[he] [she] signed [his] [her] name thereto by like authority.



                                   /s/ Joanne R. Jensen     
                                  __________________________
                                       Notary Public        


State of Connecticut
County of Hartford      ss:


              On the 1st day of August, 1996, before me personally 
came Alfred P. Quirk, Jr., to me known, who, being by me duly 
sworn, did depose and say that [he] [she] resides at 44 Stonegate, 
Farmington, CT  06032, that [he] [she] is the Vice President, Corporate 
Finance of Aetna Inc., one of the corporations described in and 
which executed the above instrument; that [he] [she] knows the corporate 
seal of said corporation; that the seal affixed to the said 
instrument is such corporate seal; that it was so affixed by 
authority of the Board of Directors of said corporation, and that 
[he] [she] signed [his] [her] name thereto by like authority.




                                   /s/ Joanne R. Jensen     
                                   _________________________
                                       Notary Public        


                                  24


State of Illinois
County of Cook          ss:


              On the 1st day of August, 1996, before me personally 
came John R. Prendiville, to me known, who, being by me duly sworn, 
did depose and say that [he] [she] resides at                       
    , that [he] [she] is a Vice President of The First National Bank of 
Chicago, one of the corporations described in and which executed the 
above instrument; that [he] [she] knows the corporate seal of said 
corporation; that the seal affixed to the said instrument is such 
corporate seal; that it was so affixed by authority of the Board of 
Directors of said corporation, and that [he] [she] signed [his] [her] 
name thereto by like authority.




                                  /s/ Somsri Helmer         
                                  __________________________
                                      Notary Public        


                                  25