Exhibit 4.1



                  AETNA LIFE AND CASUALTY COMPANY
                (To Be Renamed Aetna Services, Inc.)

                                                   ISSUER


                            AETNA INC.,


                                                   GUARANTOR

                                AND


                    STATE STREET BANK AND TRUST 
           COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION,

                                                   TRUSTEE



                            __________


                             INDENTURE

                     Dated as of July 1, 1996


                            __________





                      Senior Debt Securities



        Reconciliation and tie between certain Sections of
           this Indenture, dated as of July 1, 1996, and
              Sections 310 through 318, inclusive, of
                 the Trust Indenture Act of 1939:

Trust Indenture
  Act Section                                 Indenture Section

  310(a)(1)   ..........................      609
     (a)(2)   ..........................      609
     (a)(3)   ..........................      Not Applicable
     (a)(4)   ..........................      Not Applicable
     (b)      ..........................      608
              ..........................      610
  311(a)      ..........................      613
     (b)      ..........................      613
  312(a)      ..........................      701
              ..........................      702(a)
     (b)      ..........................      702(b)
     (c)      ..........................      702(c)
  313(a)      ..........................      703(a)
     (b)      ..........................      703(a)
     (c)      ..........................      703(a)
     (d)      ..........................      703(b)
  314(a)      ..........................      704
     (a)(4)   ..........................      101
              ..........................      1004
     (b)      ..........................      Not Applicable
     (c)(1)   ..........................      102
     (c)(2)   ..........................      102
     (c)(3)   ..........................      Not Applicable
     (d)      ..........................      Not Applicable
     (e)      ..........................      102
  315(a)      ..........................      601
     (b)      ..........................      602
     (c)      ..........................      601
     (d)      ..........................      601
     (e)      ..........................      514
  316(a)      ..........................      101
     (a)(1)(A)..........................      502
              ..........................      512
     (a)(1)(B)..........................      513
     (a)(2)   ..........................      Not Applicable
     (b)      ..........................      508
     (c)      ..........................      104(c)
  317(a)(1)   ..........................      503
     (a)(2)   ..........................      504
     (b)      ..........................      1003
  318(a)      ..........................      107

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

                               -2-



                         TABLE OF CONTENTS
                            __________

                                                        Page
                                                        ____

PARTIES...............................................    1
RECITALS..............................................    1

                            ARTICLE ONE
                            ___________

   DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.    Definitions:..........................    2
                Act...................................    2
                Authenticating Agent..................    2
                Board of Directors....................    3
                Board Resolution......................    3
                Business Day..........................    3
                Commission............................    3
                Common Stock..........................    3
                Company...............................    4
                Company Request; Company Order........    4
                Corporate Trust Office................    4
                corporation...........................    4
                Covenant Defeasance...................    4
                Defaulted Interest....................    4
                Defeasance............................    4
                Depositary............................    4
                Event of Default......................    4
                Exchange Act..........................    4
                Floating or Adjustable Rate Provision.    4
                Floating or Adjustable Rate Security..    5
                Foreign Government Obligations........    5
                Global Security.......................    5
                Guarantee.............................    5
                Guaranteed Obligations................    5
                Guarantor.............................    5
                Holder................................    5
                Indenture.............................    5
                interest..............................    6
                Interest Payment Date.................    6
                Maturity..............................    6
                Non-Recourse Debt.....................    6
                Notice of Default.....................    6
                Officers' Certificate.................    6
                Opinion of Counsel....................    6
                Original Issue Discount Security......    6

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



                               -i-



                                                        Page
                                                        ____

                Outstanding...........................    7
                Paying Agent..........................    8
                Person................................    8
                Place of Payment......................    8
                Predecessor Security..................    8
                Principal Subsidiary..................    8
                Redemption Date.......................    9
                Redemption Price......................    9
                Regular Record Date...................    9
                Responsible Officer...................    9
                Securities............................    9
                Security Register and Security
                 Registrar............................    9
                Special Record Date...................   10
                Stated Maturity.......................   10
                Subsidiary............................   10
                Trustee...............................   10
                Trust Indenture Act...................   10
                U.S. Government Obligations...........   10
                Vice President........................   10
Section 102.    Compliance Certificates and Opinions..   10
Section 103.    Form of Documents Delivered to Trustee   11
Section 104.    Acts of Holders; Record Dates.........   12
Section 105.    Notices, Etc., to Trustee, Company
                 and Guarantor........................   14
Section 106.    Notice to Holders; Waiver.............   15
Section 107.    Conflict with Trust Indenture Act.....   15
Section 108.    Effect of Headings and
                 Table of Contents....................   16
Section 109.    Successors and Assigns................   16
Section 110.    Separability Clause...................   16
Section 111.    Benefits of Indenture.................   16
Section 112.    Governing Law.........................   16
Section 113.    Legal Holidays........................   16
Section 114.    Personal Immunity from Liability for
                 Incorporators, Stockholders, Etc. ...   17










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



                              -ii-



                                                        Page
                                                        ____

                           ARTICLE TWO
                           ___________

                          SECURITY FORMS

Section 201.    Forms Generally.......................   17
Section 202.    Form of Face of Security..............   18
Section 203.    Form of Reverse of Security...........   21
Section 204.    Form of Legend for Global Securities..   26
Section 205.    Form of Trustee's Certificate of
                 Authentication.......................   27
Section 206.    Form of Guarantee.....................   27

                          ARTICLE THREE
                          _____________

                          THE SECURITIES

Section 301.    Amount Unlimited; Issuable in Series..   30
Section 302.    Denominations.........................   34
Section 303.    Execution, Authentication, Delivery
                 and Dating...........................   34
Section 304.    Temporary Securities..................   37
Section 305.    Registration, Registration of Transfer
                 and Exchange.........................   38
Section 306.    Mutilated, Destroyed, Lost and Stolen
                 Securities...........................   40
Section 307.    Payment of Interest; Interest Rights
                 Preserved............................   41
Section 308.    Persons Deemed Owners.................   43
Section 309.    Cancellation..........................   43
Section 310.    Computation of Interest...............   44


                           ARTICLE FOUR
                           ____________

                    SATISFACTION AND DISCHARGE

Section 401.    Satisfaction and Discharge of Indenture  44
Section 402.    Application of Trust Fund.............   46








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



                              -iii-



                                                        Page
                                                        ____

                           ARTICLE FIVE
                           ____________

                             REMEDIES

Section 501.    Events of Default.....................   47
Section 502.    Acceleration of Maturity; Rescission
                 and Annulment........................   50
Section 503.    Collection of Indebtedness and Suits
                 for Enforcement by Trustee...........   52
Section 504.    Trustee May File Proofs of Claim......   54
Section 505.    Trustee May Enforce Claims Without 
                 Possession of Securities.............   55
Section 506.    Application of Money Collected........   55
Section 507.    Limitation on Suits...................   55
Section 508.    Unconditional Right of Holders to
                 Receive Principal, Premium and
                 Interest.............................   56
Section 509.    Restoration of Rights and Remedies....   57
Section 510.    Rights and Remedies Cumulative........   57
Section 511.    Delay or Omission Not Waiver..........   57
Section 512.    Control by Holders....................   58
Section 513.    Waiver of Past Defaults...............   58
Section 514.    Undertaking for Costs.................   59


                           ARTICLE SIX
                           ___________

                           THE TRUSTEE

Section 601.    Certain Duties and Responsibilities...   60
Section 602.    Notice of Defaults....................   60
Section 603.    Certain Rights of Trustee.............   60
Section 604.    Not Responsible for Recitals or
                 Issuance of Securities...............   62
Section 605.    May Hold Securities...................   62
Section 606.    Money Held in Trust...................   62
Section 607.    Compensation and Reimbursement........   63
Section 608.    Disqualification; Conflicting 
                 Interests............................   63
Section 609.    Corporate Trustee Required; 
                 Eligibility..........................   64
Section 610.    Resignation and Removal; Appointment of




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



                              -iv-



                                                        Page
                                                        ____

                 Successor............................   64
Section 611.    Acceptance of Appointment by 
                 Successor............................   66
Section 612.    Merger, Conversion, Consolidation or
                 Succession to Business...............   68
Section 613.    Preferential Collection of Claims
                 Against Company or Guarantor.........   68
Section 614.    Appointment of Authenticating Agent...   68


                          ARTICLE SEVEN
                          _____________

          HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY
                          AND GUARANTOR

Section 701.    Company and Guarantor to Furnish Trustee
                 Names and Addresses of Holders.......   70
Section 702.    Preservation of Information; 
                 Communications to Holders............   71
Section 703.    Reports by Trustee....................   71
Section 704.    Reports by Company and Guarantor......   72


                          ARTICLE EIGHT
                          _____________

             CONSOLIDATION, MERGER, OR SALE OF ASSETS

Section 801.    Company or Guarantor May Consolidate,
                 Etc., Only on Certain Terms..........   72
Section 802.    Successor Substituted.................   73
Section 803.    Assumption by Guarantor or Subsidiary of 
                 Company's Obligations................   74


                           ARTICLE NINE
                           ____________

                     SUPPLEMENTAL INDENTURES

Section 901.    Supplemental Indentures Without Consent
                 of Holders...........................   75






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



                               -v-



                                                        Page
                                                        ____

Section 902.    Supplemental Indentures with Consent of
                 Holders..............................   77
Section 903.    Execution of Supplemental Indentures..   79
Section 904.    Effect of Supplemental Indentures.....   79
Section 905.    Conformity with Trust Indenture Act...   80
Section 906.    Reference in Securities to Supplemental
                 Indentures...........................   80
Section 907.    Waiver of Compliance by Holders.......   80


                           ARTICLE TEN
                           ___________

                            COVENANTS

Section 1001.    Payment of Principal, Premium and 
                  Interest............................   80
Section 1002.    Maintenance of Office or Agency 
                  by Company and Guarantor............   81
Section 1003.    Money for Securities Payments to Be 
                  Held in Trust.......................   82
Section 1004.    Statement by Officers as to Default..   83
Section 1005.    Limitations on Liens on Common Stock of 
                  Principal Subsidiaries..............   84


                          ARTICLE ELEVEN
                          ______________

                     REDEMPTION OF SECURITIES

Section 1101.    Applicability of Article.............   84
Section 1102.    Election to Redeem; Notice to Trustee   84
Section 1103.    Selection by Trustee of Securities to
                  Be Redeemed.........................   85
Section 1104.    Notice of Redemption.................   85
Section 1105.    Deposit of Redemption Price..........   86
Section 1106.    Securities Payable on Redemption Date   86
Section 1107.    Securities Redeemed in Part..........   87









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



                              -vi-



                                                        Page
                                                        ____

                          ARTICLE TWELVE
                          ______________

                DEFEASANCE AND COVENANT DEFEASANCE

Section 1201.    Company's Option to Effect
                  Defeasance or Covenant Defeasance...   87
Section 1202.    Defeasance and Discharge.............   87
Section 1203.    Covenant Defeasance..................   88
Section 1204.    Conditions to Defeasance or
                  Covenant Defeasance.................   89
Section 1205.    Deposited Money and U.S. Government
                  Obligations or Foreign Government
                  Obligations to be Held In Trust;
                  Other Miscellaneous Provisions......   92
Section 1206.    Reinstatement........................   93

                         ARTICLE THIRTEEN
                         ________________

                          SINKING FUNDS

Section 1301.    Applicability of Article.............   93
Section 1302.    Satisfaction of Sinking Fund Payments
                  with Securities.....................   94
Section 1303.    Redemption of Securities for Sinking
                  Fund................................   94

                         ARTICLE FOURTEEN
                         ________________

                     GUARANTEE OF SECURITIES

Section 1401.    Guarantee............................   95
Section 1402.    Subrogation..........................   96
Section 1043.    Reinstatement........................   96
Section 1404.    Execution and Delivery of Guarantees.   96


TESTIMONIUM...........................................   97 
SIGNATURES AND SEALS..................................   97 
ACKNOWLEDGMENTS.......................................   98 







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



                              -vii-



          INDENTURE, dated as of July 1, 1996, among AETNA 
LIFE AND CASUALTY COMPANY (to be renamed Aetna Services, 
Inc.), a corporation duly organized and validly existing 
under the laws of the State of Connecticut (herein called 
the "Company"), having its principal office at 151 
Farmington Avenue, Hartford, Connecticut 06156, AETNA INC., 
a corporation duly organized and existing under the laws of 
the State of Connecticut (herein called the "Guarantor"), 
having its principal office at 151 Farmington Avenue, 
Hartford, Connecticut 06156 and STATE STREET BANK AND TRUST 
COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national 
association duly organized and existing under the laws of 
the United States of America, as Trustee (herein called the 
"Trustee").


                             RECITALS

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

          The Guarantor has duly authorized the 
unconditional guarantee of the Securities on the terms 
hereinafter set forth and the execution and delivery of the 
Indenture.

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                            ARTICLE ONE

                 Definitions and Other Provisions
                      of General Application

Section 101.  Definitions.
              ___________ 

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



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

          (2)  all other terms used herein which 
     are defined in the Trust Indenture Act or the 
     Securities Act of 1933, as amended, either 
     directly or by reference therein, have the 
     meanings assigned to them therein;

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

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

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

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

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

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



                              -2-



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

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

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

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

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

          "Company Request" or "Company Order", when used 
with reference to the Company or the Guarantor, means a 
written request or order signed in the name of the Company 
or of the Guarantor, as the case may be, by (i) any two of 
the following individuals:  the Chairman, the President, a 
Vice Chairman  or a Vice President, or (ii) by one of the 
foregoing individuals and by any other Vice President, the 
Treasurer, an Assistant Treasurer, the Corporate Secretary 



                              -3-



or an Assistant Corporate Secretary or any other individual 
authorized by the Board of Directors for such purpose, and 
delivered to the Trustee.

          "Corporate Trust Office" means the principal 
office of the Trustee located at 750 Main Street, Suite 
1114, Hartford, Connecticut 06103 at which at any particular 
time its corporate trust business shall be administered.

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

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

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

          "Defeasance" has the meaning specified in Section 1202.

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

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

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

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

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

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

          "Global Security" means a Security that evidences 
all or part of the Securities of any series and is 



                              -4-



authenticated and delivered to, and registered in the name 
of, the Depositary for such Securities or a nominee thereof.

          "Guarantee" means any guarantee of the Guarantor 
endorsed on a Security authenticated and delivered pursuant 
to this Indenture and shall include the guarantee set forth 
in Section 1401.

          "Guaranteed Obligations" shall have the meaning 
set forth in Section 1401.

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

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

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

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

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

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

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



                              -5-



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

          "Officers' Certificate", when used with respect to 
the Company or the Guarantor, means a certificate signed by 
(i) any two of the following individuals:  the Chairman, the 
President, a Vice Chairman or a Vice President, or (ii) by 
one of the foregoing individuals and by any other Vice 
President, the Treasurer, an Assistant Treasurer, the 
Corporate Secretary or an Assistant Corporate Secretary, of 
the Company or the Guarantor, as the case may be, or any 
other individual authorized by the Board of Directors of the 
Company or the Guarantor, as the case may be, for such 
purpose, and delivered to the Trustee.  One of the officers 
signing an Officers' Certificate given pursuant to 
Section 1004 shall be the principal executive, financial or 
accounting officer of the Company or the Guarantor, as the 
case may be.

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

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

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

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

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



                              -6-



     this Indenture or provision therefor 
     satisfactory to the Trustee has been made; 

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

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

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



                              -7-



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

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

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

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

          "Principal Subsidiary" means only Aetna Life 
Insurance Company, Aetna Life Insurance and Annuity Company 
and U.S. Healthcare, Inc., and any other Subsidiary of the 
Guarantor which shall hereafter succeed by merger or 
otherwise to a major part of the business of one or more of 
the Principal Subsidiaries.  The decision as to whether a 
Subsidiary shall have succeeded to a major part of the 
business of one or more of the Principal Subsidiaries shall 
be made in good faith by the Board of Directors of the 
Guarantor or a committee thereof by the adoption of a 
resolution so stating, and the Guarantor shall within 30 
days of the date of the adoption of such resolution deliver 
to the Trustee a copy thereof, certified by the Corporate 
Secretary or an Assistant Corporate Secretary of the 
Guarantor.

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

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

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



                              -8-



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

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

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

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

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

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

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



                              -9-



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

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

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

Section 102.  Compliance Certificates and Opinions.
              ____________________________________ 

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

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

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

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

          (3)  a statement that, in the opinion of 
     each such individual, such individual has 
     made such examination or investigation as is 
     necessary to enable such individual to 
     express an informed opinion as to whether or 



                             -10-



     not such covenant or condition has been 
     complied with; and

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

Section 103.  Form of Documents Delivered to Trustee.
              ______________________________________ 

          In any case where several matters are required to 
be certified by, or covered by an opinion of, any specified 
Person, it is not necessary that all such matters be 
certified by, or covered by the opinion of, only one such 
Person, or that they be so certified or covered by only one 
document, but one such Person may certify or give an opinion 
with respect to some matters and one or more other such 
Persons as to other matters, and any such Person may certify 
or give an opinion as to such matters in one or several 
documents.

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

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

          Where any Person is required to make, give or 
execute two or more applications, requests, consents, 



                             -11-



certificates, statements, opinions or other instruments 
under this Indenture, they may, but need not, be 
consolidated and form one instrument.

Section 104.  Acts of Holders; Record Dates.
              _____________________________ 

          (a)  Any request, demand, authorization, 
direction, notice, consent, waiver or other action provided 
or permitted by this Indenture to be given or taken by 
Holders may be embodied in and evidenced by one or more 
instruments of substantially similar tenor signed by such 
Holders in person or by agent duly appointed in writing; 
and, except as herein otherwise expressly provided, such 
action shall become effective when such instrument or 
instruments are delivered to the Trustee and, where it is 
hereby expressly required, to the Company and the Guarantor.  
Such instrument or instruments (and the action embodied 
therein and evidenced thereby) are herein sometimes referred 
to as the "Act" of the Holders signing such instrument or 
instruments.  Proof of execution of any such instrument or 
of a writing appointing any such agent shall be sufficient 
for any purpose of this Indenture and (subject to 
Section 601) conclusive in favor of the Trustee, the Company 
and the Guarantor, if made in the manner provided in this 
Section.

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

          (c)  The Company or the Guarantor may, in the 
circumstances permitted by the Trust Indenture Act, fix any 
day as the record date for the purpose of determining the 
Holders of Outstanding Securities of any series entitled to 
give or take any request, demand, authorization, direction, 
notice, consent, waiver or other action, or to vote on any 
action, authorized or permitted to be given or taken by 
Holders of Outstanding Securities of such series.  If not 
set by the Company or the Guarantor prior to the first 
solicitation of a Holder of Securities of such series made 
by any Person in respect of any such action, or, in the case 



                             -12-



of any such vote, prior to such vote, the record date for 
any such action or vote shall be the 30th day (or, if later, 
the date of the most recent list of Holders required to be 
provided pursuant to Section 701) prior to such first 
solicitation or vote, as the case may be.  With regard to 
any record date for action to be taken by the Holders of one 
or more series of Securities, only the Holders of Securities 
of such series on such date (or their duly designated 
proxies) shall be entitled to give or take, or vote on, the 
relevant action.

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

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

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

Section 105.  Notices, Etc., to Trustee, Company and 
              ______________________________________ 
              Guarantor.
              _________ 

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

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

          (2)  the Company or the Guarantor by the 
     Trustee or by any Holder shall be sufficient 
     for every purpose hereunder (unless otherwise 



                             -13-



     herein expressly provided) if in writing and 
     mailed, in the case of the Company, 
     first-class postage prepaid, to the Company 
     addressed to it at the address of its 
     principal office specified in the first 
     paragraph of this instrument, Attention:  
     Treasurer, or at any other address previously 
     furnished in writing to the Trustee by the 
     Company, with a copy to the Guarantor, and, 
     in the case of the Guarantor, first-class 
     postage prepaid and addressed to it at the 
     address of its principal office specified in 
     the first paragraph of this instrument, 
     Attention:  Treasurer, or at any other 
     address previously furnished in writing to 
     the Trustee by the Guarantor, with a copy to 
     the Company.

Section 106.  Notice to Holders; Waiver.
              _________________________ 

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

          In case by reason of the suspension of regular 
mail service or by reason of any other cause it shall be 
impracticable to give such notice by mail, then such 
notification as shall be made with the approval of the 
Trustee 



                             -14-



shall constitute a sufficient notification for every 
purpose hereunder.

Section 107.  Conflict with Trust Indenture Act.
              _________________________________ 

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

Section 108.  Effect of Headings and Table of Contents.
               _______________________________________ 

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

Section 109.  Successors and Assigns.
              ______________________ 

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

Section 110.  Separability Clause.
              ___________________ 

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

Section 111.  Benefits of Indenture.
              _____________________ 

          Nothing in this Indenture or in the Securities or 
in the Guarantees, express or implied, shall give to any 
Person, other than the parties hereto and their successors 
hereunder and the Holders, any benefit or any legal or 
equitable right, remedy or claim under this Indenture.

Section 112.  Governing Law.
              _____________ 

          This Indenture and the Securities and the 
Guarantees 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.



                             -15-



Section 113.  Legal Holidays.
              ______________ 

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

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

          No recourse shall be had for the payment of the 
principal of or premium, if any, or interest, if any, on any 
Security, or for any claim based thereon, or otherwise in 
respect of any Security or of the Guarantees, or based on or 
in respect of this Indenture or any indenture supplemental 
hereto, against any incorporator, or against any past, 
present or future stockholder, director or officer, as such, 
of the Company or of any successor corporation, or 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 
this Indenture and the issue of the Securities and the 
Guarantees.


                           ARTICLE TWO

                          Security Forms

Section 201.  Forms Generally.
              _______________ 

          The Securities of each series shall be in 
substantially the form set forth in this Article, or in such 



                             -16-



other form as shall be established by or pursuant to a Board 
Resolution of the Company or in one or more indentures 
supplemental hereto, in each case with such appropriate 
insertions, omissions, substitutions and other variations as 
are required or permitted by this Indenture, and may have 
such letters, numbers or other marks of identification and 
such legends or endorsements placed thereon as may be 
required to comply with the rules of any securities exchange 
or as may, consistent herewith, be determined by the 
officers executing such Securities, as evidenced by their 
execution of the Securities.  If the form of Securities of 
any series is established by action taken pursuant to a 
Board Resolution of the Company, a copy of an appropriate 
record of such action shall be certified by the Corporate 
Secretary or an Assistant Corporate Secretary of the Company 
and delivered to the Trustee at or prior to the delivery of 
the Company Order contemplated by Section 303 for the 
authentication and delivery of such Securities.

          The Guarantees by the Guarantor to be endorsed on 
the Securities of each series shall be substantially in such 
form set forth in Section 206, or in such other form as 
shall be established by or pursuant to a Board Resolution of 
the Guarantor, or in one or more indentures supplemental 
hereto, in each case with such appropriate insertions, 
omissions, substitutions and other variations as are 
required or permitted by this Indenture and may have such 
letters, numbers or other marks of identification and such 
legends or endorsements placed thereon as may be required to 
comply with the rules of any securities exchange or as may, 
consistent herewith, be determined by the officers executing 
such Guarantees, all as evidenced by such execution.  If the 
form of Guarantees to be endorsed on the Securities of any 
series is established by action taken pursuant to a Board 
Resolution of the Guarantor, a copy of an appropriate record 
of such action shall be certified by the Corporate Secretary 
or an Assistant Corporate Secretary of the Guarantor and 
delivered to the Trustee at or prior to the delivery of the 
Company Order contemplated by Section 303 for the 
authentication and delivery of such Securities.

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

Section 202.  Form of Face of Security.
              ________________________ 

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



                             -17-



                [AETNA LIFE AND CASUALTY COMPANY]
                      [AETNA SERVICES, INC.]

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

No. .........                                        $ ........

          [AETNA LIFE AND CASUALTY COMPANY] [AETNA SERVICES, 
INC.], a Connecticut corporation (herein called the 
"Company", which term includes any successor Person under 
the Indenture hereinafter referred to), for value received, 
hereby promises to pay to 
 .............................................., or 
registered assigns, the principal sum of ................ 
 ................... [Dollars] [if other than Dollars, 
                               _______________________
substitute other currency or currency units] [if the 
____________________________________________  _______
Security is to bear interest prior to Maturity, insert -- , 
______________________________________________________      
and to pay interest thereon from ............. or from the 
most recent Interest Payment Date to which interest has been 
paid or duly provided for, [semi-annually on ............ 
and ............ in each year] [If other than semi-annual 
                                __________________________
payments, insert frequency of payments and payment dates], 
________                                                   
commencing ........., at [If the Security is to bear 
                          ___________________________
interest at a fixed rate, insert -- the rate of ....% per 
________________________  ______                          
annum [If the Security is a Floating or Adjustable Rate 
       _________________________________________________
Security, insert  -- a rate per annum [computed-determined] 
________________                                            
in accordance with the [insert defined name of Floating or 
Adjustable Rate Provision] set forth below] [If the security 
                                             ________________
is to bear interest at a rate determined with reference to 
___________________________________________________________
an index, refer to description of index below] until the 
________                                                 
principal hereof is paid or made available for payment [if 
                                                        ___
applicable, insert -- , and (to the extent that the payment 
__________________                                          
of such interest shall be legally enforceable) at the rate 
of ....% per annum on any overdue principal and premium and 
on any overdue instalment of interest].  The interest so 
payable, and punctually paid or duly provided for, on any 
Interest Payment Date will, as provided in such Indenture, 
be paid to the Person in whose name this Security (or one or 
more Predecessor Securities) is registered at the close of 
business on the Regular Record Date for such interest, which 
shall be the ....... or ....... (whether or not a Business 
Day), as the case may be, next preceding such Interest 
Payment Date.  Any such interest not so punctually paid or 
duly provided for will forthwith cease to be payable to the 
Holder on such Regular Record Date and may either be paid to 
the Person in whose name this Security (or one or more 
Predecessor Securities) is registered at the close of 
business on a Special Record Date for the payment of such 
Defaulted Interest to be fixed by the Trustee, notice 
whereof shall be given to Holders of Securities of this 
series not less than 10 days prior to such Special Record 
Date, or be paid at any time in any other lawful manner not 



                             -18-



inconsistent with the requirements of any securities 
exchange on which the Securities of this series may be 
listed, and upon such notice as may be required by such 
exchange, all as more fully provided in said Indenture].

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

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

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

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

          Unless the certificate of authentication hereon 
has been executed by the Trustee referred to on the reverse 



                             -19-



hereof by manual signature, this Security shall not be 
entitled to any benefit under the Indenture or be valid or 
obligatory for any purpose.  

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

Dated:


                                 [AETNA LIFE AND CASUALTY COMPANY]
                                 [AETNA SERVICES, INC.]


                                 By_____________________________
[Seal]

Attest:

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



Section 203.  Form of Reverse of Security.
              ___________________________ 

          This Security is one of a duly authorized issue of 
securities of the Company (herein called the "Securities"),  
issued and to be issued in one or more series under an 
Indenture, dated as of July 1, 1996 (herein called the 
"Indenture"), among the Company, as Issuer, Aetna Inc., as 
Guarantor (herein called the "Guarantor") and 
 ..................., as Trustee (herein called the 
"Trustee", which term includes any successor trustee under 
the Indenture), to which Indenture and all indentures 
supplemental thereto reference is hereby made for a 
statement of the respective rights, limitations of rights, 
duties and immunities thereunder of the Company, the 
Guarantor, the Trustee and the Holders of the Securities and 
of the terms upon which the Securities are, and are to be, 
authenticated and delivered.  This Security is one of the 
series designated on the face hereof[, limited in aggregate 
principal amount to [$]...........].

          [If applicable, insert -- The Securities of this 
           _____________________                           
series are subject to redemption upon not less than 30 days' 
nor more than 60 days' notice by mail, [if applicable, 
                                        _______________
insert -- (1) on ........... in any year commencing with the 
______                                                       
year ...... and ending with the year ...... through 
operation of the sinking fund for this series at a 
Redemption Price equal to 100% of the principal amount, and 
(2)] at any time [on or after ................], as a whole 
or in part, at the election of the Company, at the following 



                             -20-



Redemption Prices (expressed as percentages of the principal 
amount):  If redeemed [on or before ..............., ...%, 
and if redeemed] during the 12-month period beginning 
 ............. of the years indicated,

               Redemption                      Redemption
Year             Price           Year            Price
____             _____           ____            _____












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

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



                             -21-



                Redemption Price
                  For Redemption             Redemption Price For
                Through Operation            Redemption Otherwise
                      of the                Than Through Operation
Year              Sinking Fund                of the Sinking Fund 
____            _________________           ______________________














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

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

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

          The Indenture contains provisions for defeasance 
at any time of (1)  the entire indebtedness of this Security 
or (2)  certain restrictive covenants and Events of Default 



                             -22-



with respect to this Security, in each case upon compliance 
with certain conditions set forth in the Indenture.

          [If the Security is not an Original Issue Discount 
           __________________________________________________
Security, insert -- If an Event of Default with respect to 
________________                                           
Securities of this series shall occur and be continuing, the 
principal of the Securities of this series may be declared 
due and payable in the manner and with the effect provided 
in the Indenture.]

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

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

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



                             -23-



[rate-rates], and in the coin or currency, herein 
prescribed.

          As provided in the Indenture and subject to 
certain limitations therein set forth, the transfer of this 
Security is registerable in the Security Register, upon 
surrender of this Security for registration of transfer at 
the office or agency of the Company in any place where the 
principal of and any premium and interest on this Security 
are payable, duly endorsed by, or accompanied by a written 
instrument of transfer in form satisfactory to the Company 
and the Security Registrar duly executed by, the Holder 
hereof or his attorney duly authorized in writing, and 
thereupon one or more new Securities of this series and of 
like tenor, of authorized denominations and for the same 
aggregate principal amount, will be issued to the designated 
transferee or transferees.

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

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

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

          The Indenture provides that the Company and the 
Guarantor, at the Company's option, (a) will be discharged 
from any and all obligations in respect of the Securities 
(except for certain obligations to register the transfer or 
exchange of Securities, replace stolen, lost or mutilated 
Securities, maintain paying agencies and hold moneys for 
payment in trust) or (b) need not comply with certain 
restrictive covenants of the Indenture, in each case if the 
Company or the Guarantor deposits, in trust, with the 
Trustee money or U.S. Government Obligations (or Foreign 
Government Obligations if the Securities are denominated in 



                             -24-



a foreign currency or currencies) which through the payment 
of interest thereon and principal thereof in accordance with 
their terms will provide money, in an amount sufficient to 
pay all the principal (including any mandatory sinking fund 
payments) of, and (premium, if any) and interest on, the 
Securities on the dates such payments are due in accordance 
with the terms of such Securities and Guarantees, and 
certain other conditions are satisfied.

          No recourse shall be had for the payment of the 
principal of (and premium, if any) or interest on this 
Security, or for any claim based hereon, or otherwise in 
respect hereof or of the Guarantee endorsed hereon, or based 
on or in respect of the Indenture or any indenture 
supplemental thereto, against any incorporator, stockholder, 
officer or director, as such, past, present or future, of 
the Company or of any successor corporation, or 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, by the acceptance hereof and as part 
of the consideration for the issue hereof, expressly waived 
and released.

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

Section 204.  Form of Legend for Global Securities.
              ____________________________________ 

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

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



                             -25-



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

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

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

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


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

Section 206.  Form of Guarantee.
              _________________ 

          Guarantees to be endorsed on the Securities shall, 
subject to Section 201, be in substantially the form set 
forth below; words enclosed in brackets shall be inserted, 
if applicable:

                            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 Security 
upon which this Guarantee is endorsed), for value received, 
hereby unconditionally guarantees to the Holder of the 
Security upon which this Guarantee is endorsed the due and 
punctual payment of the principal of, premium, if any, and 
interest on said Security [and the due and punctual payment 
of the sinking fund payments provided for herein], when and 
as the same shall become due and payable, whether at the 
Stated Maturity or upon declaration of acceleration, call 
for redemption or otherwise, according to the terms thereof 
and of the Indenture referred to therein.  In case of the 
failure of [Aetna Life and Casualty Company] [Aetna 
Services, Inc.], a Connecticut corporation (herein called 
the "Company", which term includes any successor corporation 
under such Indenture) punctually to make any such payment of 
principal, premium or interest [or sinking fund payment], 
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 or upon 
declaration of acceleration, call for redemption or 
otherwise, and as if such payment were made by the Company.  



                             -26-



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 Security 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 
Security 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 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 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 Security or the 
indebtedness evidenced thereby [or with respect to any 
sinking fund payment required under said Security] 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 Security.

          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 Securities of this 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 Securities of the same 
series issued under the Indenture shall have been 
irrevocably paid in full in accordance with the terms of 
such Securities.

          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 Security if at any time payment, or any part 
thereof, of said Security is rescinded or must otherwise be 
restored or returned by the Holder of said Security 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 



                             -27-



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 
Security 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 until the certificate of 
authentication on said Security shall have been manually 
signed by or on behalf of the Trustee under such 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



                             -28-



                                ARTICLE THREE

                               The Securities

Section 301.  Amount Unlimited; Issuable in Series.
              ____________________________________ 

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

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

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

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

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

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

          (5)  the rate or rates at which the 
     Securities of the series shall bear interest, 
     if any, or the Floating or Adjustable Rate 
     Provision pursuant to which such rates shall 



                             -29-



     be determined, the date or dates from which 
     such interest shall accrue, the Interest 
     Payment Dates on which any such interest 
     shall be payable and the Regular Record Date 
     for any interest payable on any Interest 
     Payment Date;

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

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

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

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

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

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



                             -30-



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

          (13)  if the principal of or any premium 
     or interest on any Securities of the series 
     is to be payable, at the election of the 
     Company or a Holder thereof, in one or more 
     currencies, including composite currencies, 
     or currency units other than that or those in 
     which the Securities are stated to be 
     payable, the currency, currencies, including 
     composite currencies, or currency units in 
     which payment of the principal of and any 
     premium and interest on Securities of such 
     series as to which such election is made 
     shall be payable, and the periods within 
     which and the terms and conditions upon which 
     such election is to be made;

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

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

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



                              -31-



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

          (18)  if other than as set forth in 
     Section 206, the Guarantee of the Securities 
     of such series pursuant to Article Fourteen 
     hereof;

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

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

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

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

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

Section 302.  Denominations.
              _____________ 

          The Securities of each series shall be issuable in 
registered form without coupons in such denominations as 
shall be specified as contemplated by Section 301.  In the 



                             -32-



absence of any such provisions with respect to the 
Securities of any series, the Securities of such series 
shall be issuable in denominations of $1,000 and any 
integral multiple thereof.

Section 303.  Execution, Authentication, Delivery and
              _______________________________________
              Dating.
              ______ 

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

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

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

          At any time and from time to time after the 
execution and delivery of this Indenture, the Company may 
deliver Securities of any series executed by the Company and 
having endorsed thereon Guarantees executed by the Guarantor 
to the Trustee for authentication, together with a Company 
Order of the Company for the authentication and delivery of 
such Securities, and the Trustee in accordance with such 
Company Order shall authenticate and deliver such Securities 
having such Guarantees endorsed thereon.  If the form or 
terms of the Securities of the series or the form of 



                             -33-



Guarantees endorsed thereon have been established in or 
pursuant to one or more Board Resolutions as permitted by 
Sections 201 and 301, in authenticating such Securities, and 
accepting the additional responsibilities under this 
Indenture in relation to such Securities and Guarantees 
endorsed thereon, the Trustee shall be entitled to receive, 
and (subject to Section 601) shall be fully protected in 
relying upon, an Opinion of Counsel stating,

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

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

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

          (d)  that such Guarantees, when the 
     Securities on which such Guarantees are 
     endorsed are authenticated and delivered by 
     the Trustee and issued by the Company in the 
     manner and subject to any conditions 
     specified in such Opinion of Counsel, will 
     constitute valid and legally binding 
     obligations of the Guarantor, enforceable in 
     accordance with their terms, subject to 
     bankruptcy, insolvency, reorganization and 
     other laws of general applicability relating 



                             -34-



     to or affecting the enforcement of creditors' 
     rights and to general equity principles.

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

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

          Each Security and the applicable Guarantee shall 
be dated the date of its authentication.

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

Section 304.  Temporary Securities.
              ____________________ 

          Pending the preparation of definitive Securities 
of any series, the Company may execute, and upon Company 
Order the Trustee shall authenticate and deliver, temporary 



                             -35-



Securities substantially of the tenor of the definitive 
Securities in lieu of which they are issued and having 
endorsed thereon Guarantees of the Guarantor substantially 
of the tenor of definitive Guarantees, which Securities and 
Guarantees may be printed, lithographed, typewritten, 
mimeographed or otherwise produced, in any authorized 
denomination and with such appropriate insertions, 
omissions, substitutions and other variations as the 
officers executing such Securities or such Guarantees may 
determine, as evidenced by their execution of such 
Securities and such Guarantees.

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

Section 305.  Registration, Registration of
              _____________________________
              Transfer and Exchange.
              _____________________ 

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

          Upon surrender for registration of transfer of any 
Security of any series at the office or agency in a Place of 
Payment for that series, the Company shall execute, and the 
Trustee shall authenticate and deliver, in the name of the 
designated transferee or transferees, one or more new 



                             -36-



Securities of the same series, of any authorized 
denominations and of a like aggregate principal amount and 
tenor which have endorsed thereon a Guarantee duly executed 
by the Guarantor.

          At the option of the Holder, Securities of any 
series may be exchanged for other Securities of the same 
series, of any authorized denominations and of a like 
aggregate principal amount and tenor, each such Security 
having endorsed thereon a Guarantee duly executed by the 
Guarantor upon surrender of the Securities to be exchanged 
at such office or agency.  Whenever any Securities are so 
surrendered for exchange, the Company shall execute, and the 
Trustee shall authenticate and deliver, the Securities which 
the Holder making the exchange is entitled to receive.

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

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

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

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



                             -37-



redemption in whole or in part, except the unredeemed 
portion of any Security being redeemed in part.

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

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

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

          If there shall be delivered to the Company and the 
Trustee (i) a mutilated Security, or (ii) evidence to their 
satisfaction of the destruction, loss or theft of any 
Security and in either case such security or indemnity as 
may be required by either of them to save each of them and 
any agent of either of them harmless, then, in the absence 
of notice to the Company or the Trustee that such Security 
has been acquired by a bona fide purchaser, the Company 
shall execute and the Trustee shall authenticate and 
deliver, in lieu of any such mutilated, destroyed, lost or 
stolen Security, a new Security of the same series and of 
like tenor and principal amount having endorsed thereon a 



                             -38-



Guarantee duly executed by the Guarantor, and bearing a 
number not contemporaneously outstanding.

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

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

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

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

Section 307.  Payment of Interest; Interest Rights
              ____________________________________
              Preserved.
              _________ 

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

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



                             -39-



          (1)  The Company may elect to make 
     payment of any Defaulted Interest to the 
     Persons in whose names the Securities of such 
     series (or their respective Predecessor 
     Securities) are registered at the close of 
     business on a Special Record Date for the 
     payment of such Defaulted Interest, which 
     shall be fixed in the following manner.  The 
     Company shall notify the Trustee in writing 
     of the amount of Defaulted Interest proposed 
     to be paid on each Security of such series 
     and the date of the proposed payment, 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 15 days 
     after the receipt by the Trustee of the 
     notice of the proposed payment.  The Trustee 
     shall promptly notify the Company of such 
     Special Record Date and, in the name and at 
     the expense of the Company, shall cause 
     notice of the proposed payment of such 
     Defaulted Interest and the Special Record 
     Date therefor to be mailed, first-class 
     postage prepaid, to each Holder of Securities 
     of such series at its address as it appears 
     in the Security Register, not less than 
     10 days prior to such Special Record Date.  
     Notice of the proposed payment of such 
     Defaulted Interest and the Special Record 
     Date therefor having been so mailed, such 
     Defaulted Interest shall be paid to the 
     Persons in whose names the Securities of such 
     series (or their respective Predecessor 
     Securities) are registered at the close of 
     business on such Special Record Date and 
     shall no longer be payable pursuant to the 
     following Clause (2).

          (2)  The Company may make payment of any 
     Defaulted Interest on the Securities of any 



                             -40-



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

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

Section 308.  Persons Deemed Owners.
              _____________________ 

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

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

Section 309.  Cancellation.
              ____________ 

          All Securities surrendered for payment, 
redemption, registration of transfer or exchange or for 
credit against any sinking fund payment shall, if 
surrendered to any Person other than the Trustee, be 
delivered to the Trustee and shall be promptly cancelled by 
it.  The Company or the Guarantor may at any time deliver to 
the Trustee for cancellation any Securities previously 



                             -41-



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

Section 310.  Computation of Interest.
              _______________________ 

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


                           ARTICLE FOUR

                    Satisfaction and Discharge

Section 401.  Satisfaction and Discharge of
              _____________________________
              Indenture.
              _________ 

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

          (1)  either

          (A)  all Securities of such series 
     theretofore authenticated and delivered 
     (other than (i) Securities which have been 
     destroyed, lost or stolen and which have been 
     replaced or paid as provided in Section 306 
     and (ii) Securities of such series for whose 
     payment money has theretofore been deposited 
     in trust or segregated and held in trust by 



                             -42-



     the Company or the Guarantor and thereafter 
     repaid to the Company or the Guarantor or 
     discharged from such trust, as provided in 
     Section 1003) have been delivered to the 
     Trustee for cancellation; or

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

               (i)  have become due and payable, 
          or

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

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

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



                             -43-



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

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

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

          Notwithstanding the satisfaction and discharge of 
this Indenture with respect to a particular series, the 
obligations of the Company and the Guarantor to the Trustee 
under Section 607, the obligations of the Trustee to any 
Authenticating Agent under Section 614 and, if money shall 
have been deposited with the Trustee pursuant to 
subclause (B) of Clause (1) of this Section, the obligations 
of the Trustee under Section 402 and the last paragraph of 
Section 1003 shall survive until there are no Securities 
Outstanding with respect to a particular series and the 
obligations of the Company, the Guarantor and the Trustee 
with respect to all other series of Securities shall 
survive.

Section 402.  Application of Trust Fund.
              _________________________ 

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



                             -44-



                           ARTICLE FIVE

                             Remedies

Section 501.  Events of Default.
              _________________ 

          "Event of Default" whenever used with respect to 
Securities of a series means any one of the following events 
and such other events as may be established with respect to 
the Securities of such series as contemplated by Section 301 
hereof:

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

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

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

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



                             -45-



          (5)  An event of default, as defined in any 
     indenture or instrument evidencing or under which 
     the Company, the Guarantor or any Principal 
     Subsidiary shall have outstanding indebtedness for 
     borrowed money in a principal amount in excess of 
     $50,000,000, shall happen and be continuing and 
     such indebtedness shall have been accelerated so 
     that the same shall be or become due and payable 
     prior to the date on which the same would 
     otherwise have become due and payable (other than 
     acceleration of Non-Recourse Debt which does not 
     exceed in the aggregate 4% of the Guarantor's 
     total shareholders' equity, as set forth in the 
     most recently published audited consolidated 
     balance sheet of the Guarantor) or the Company, 
     the Guarantor or any Principal Subsidiary shall 
     default in the payment at final maturity of 
     outstanding indebtedness for borrowed money in a 
     principal amount in excess of $50,000,000 (other 
     than default in payment at final maturity of 
     Non-Recourse Debt which does not exceed in the 
     aggregate 4% of the Guarantor's total 
     shareholders' equity as set forth in the most 
     recently published audited consolidated balance 
     sheet of the Guarantor), and such acceleration or 
     default at maturity shall not be waived, rescinded 
     or annulled within 30 days after written notice 
     thereof, stating that such notice is a "Notice of 
     Default" hereunder, shall have been given to the 
     Company and the Guarantor by the Trustee (if such 
     event be known to it), or to the Company, the 
     Guarantor and the Trustee by the holders of at 
     least 25% in aggregate principal amount of the 
     Outstanding Securities of that series; provided, 
                                          __________  
     however, that if such acceleration under such 
     _______                                       
     indenture or instrument or default at maturity 
     shall be remedied or cured by the Company, the 
     Guarantor or Principal Subsidiary, or waived, 
     rescinded or annulled by the requisite holders of 
     such indebtedness, then the Event of Default 
     hereunder by reason thereof shall be deemed 
     likewise to have been thereupon remedied, cured or 
     waived without further action upon the part of 
     either the Trustee or any of the Holders; and 
                                               ___ 
     provided further, that, subject to the provisions 
     ________ _______                                  
     of Sections 601 and 602, the Trustee shall not be 
     charged with knowledge of any such default unless 
     written notice thereof shall have been given to 
     the Trustee by the Company or the Guarantor, as 
     the case may be, by the holder of any such 
     indebtedness or an agent of the holder of any such 
     indebtedness, by the trustee then acting under any 



                             -46-



     such indenture or other instrument under which 
     such default shall have occurred, or by the 
     holders of at least 25% in aggregate principal 
     amount of the Outstanding Securities of that 
     series; or

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

          (7)  The Company or the Guarantor shall 
     institute proceedings to be adjudicated a 
     voluntary bankrupt, or shall consent to the filing 
     of a bankruptcy proceeding against it, or shall 
     file a petition or answer or consent seeking 
     reorganization, arrangement, adjustment or 
     composition under any applicable Federal or State 
     bankruptcy or similar law, or shall consent to the 
     filing of any such petition, or shall consent to 
     the appointment of a receiver, liquidator, 
     trustee, assignee, sequestrator or similar 
     official in bankruptcy or insolvency of the 
     Company or the Guarantor or of all or 
     substantially all of the Company's or the 
     Guarantor's property, or shall make an assignment 
     for the benefit of creditors, or either the 
     Company or the Guarantor shall admit in writing 
     its inability to pay its debts generally as they 
     become due and its willingness to be adjudged a 
     bankrupt, or corporate action shall be taken by 
     the Company or the Guarantor in furtherance of any 
     of the aforesaid purposes.



                             -47-



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

Section 502.  Acceleration of Maturity; Rescission
              ____________________________________
              and Annulment.
              _____________ 

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

          At any time after such a declaration of 
acceleration with respect to Securities of any series has 
been made and before a judgment or decree for payment of the 
money due has been obtained by the Trustee as hereinafter in 
this Article provided, the Holders of a majority in 
principal amount of the Outstanding Securities of that 



                             -48-



series, by written notice to the Company, the Guarantor and 
the Trustee, may rescind and annul such declaration and its 
consequences if

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

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

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

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

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

     and

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

No such rescission shall affect any subsequent default or 
impair any right consequent thereon.

          Upon receipt by the Trustee of any declaration of 
acceleration, or any rescission and annulment of any such 
declaration, pursuant to this Section 502 with respect to 
Securities of any series, a record date shall automatically 
and without any other action by any Person be set for the 
purpose of determining the Holders of Outstanding Securities 



                             -49-



of such series entitled to join in such declaration, or 
rescission and annulment, as the case may be, which record 
date shall be the close of business on the day the Trustee 
receives such declaration, or rescission and annulment, as 
the case may be.  The Holders of Outstanding Securities of 
such series on such record date (or their duly appointed 
agents), and only such Persons, shall be entitled to join in 
such declaration, or rescission and annulment, as the case 
may be, whether or not such Holders remain Holders after 
such record date; provided that, unless such declaration, or 
                  ________                                   
rescission and annulment, as the case may be, shall have 
become effective by virtue of Holders of at least 25%, in 
the case of any declaration of acceleration, or a majority, 
in the case of any rescission or annulment, in principal 
amount of Outstanding Securities of such series on such 
record date (or their duly appointed agents) having joined 
therein on or prior to the 90th day after such record date, 
such declaration, or rescission and annulment, as the case 
may be, shall automatically and without any action by any 
Person be cancelled and of no further effect.  Nothing in 
this paragraph shall prevent a Holder (or a duly appointed 
agent thereof) from giving, before or after the expiration 
of such 90-day period, a declaration of acceleration, or a 
rescission and annulment of any such declaration, contrary 
to or different from, or, after the expiration of such 
period, identical to, a declaration, or rescission and 
annulment, as the case may be, that has been cancelled 
pursuant to the proviso to the preceding sentence, in which 
event a new record date in respect thereof shall be set 
pursuant to this paragraph.

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

          The Company covenants that if

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

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

the Company will, upon written demand of the Trustee, pay to 
it, for the benefit of the Holders of such Securities, the 
whole amount then due and payable on such Securities for 
principal and any premium and interest and, to the extent 
that payment of such interest shall be legally enforceable, 
interest on any overdue principal and premium and on any 



                             -50-



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

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

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

Section 504.  Trustee May File Proofs of Claim.
              ________________________________ 

          In case of any judicial proceeding relative to the 
Company, the Guarantor or any other obligor upon the 
Securities or the property of the Company, the Guarantor or 
such other obligor or their creditors, the Trustee shall be 
entitled and empowered, by intervention in such proceeding 
or otherwise, to take any and all actions authorized under 
the Trust Indenture Act in order to have claims of the 
Holders and the Trustee allowed in any such proceeding.  In 
particular, the Trustee shall be authorized 
          (i)  to file and prove a claim for the whole 
     amount of principal (and premium, if any) and interest 
     owing and unpaid in respect of the Securities in 
     accordance with the terms thereof and to file such 
     other papers or documents as may be necessary or 
     advisable in order to have the claims of the Trustee 



                             -51-



     (including any claim for the reasonable compensation, 
     expenses, disbursements and advances of the Trustee, 
     its agents and counsel) and of the Holders allowed in 
     such judicial proceeding, and 

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

and any custodian, receiver, assignee, trustee, liquidator, 
sequestrator or other similar official in any such judicial 
proceeding is hereby authorized by each Holder to make such 
payments to the Trustee and, in the event that the Trustee 
shall consent to the making of such payments directly to the 
Holders, to pay to the Trustee any amount due it for the 
reasonable compensation, expenses, disbursements and 
advances of the Trustee, its agents and counsel, and any 
other amounts due the Trustee under Section 607 except such 
costs and expenses, as are a result of negligence or bad 
faith on the part of the Trustee.

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

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

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



                             -52-



Section 506.  Application of Money Collected.
              ______________________________ 

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

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

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

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

Section 507.  Limitation on Suits.
              ___________________ 

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

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

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

          (3)  such Holder or Holders have offered 
     to the Trustee indemnity reasonably 
     satisfactory in form and substance to the 
     Trustee against the costs, expenses and 



                             -53-



     liabilities to be incurred in compliance with 
     such request;

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

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

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

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

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

Section 509.  Restoration of Rights and Remedies.
              __________________________________ 

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



                             -54-



Section 510.  Rights and Remedies Cumulative.
              ______________________________ 

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

Section 511.  Delay or Omission Not Waiver.
              ____________________________ 

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

Section 512.  Control by Holders.
              __________________ 

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

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

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

          Upon receipt by the Trustee of any such direction 
with respect to Securities of any series, a record date 
shall be set for determining the Holders of Outstanding 
Securities of such series entitled to join in such 
direction, which record date shall be the close of business 
on the day the Trustee receives such direction.  The Holders 
of Outstanding Securities of such series on such record date 
(or their duly appointed agents), and only such Persons, 



                             -55-


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

Section 513.  Waiver of Past Defaults.  
              _______________________   

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

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

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

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

          Upon any such waiver, such default shall cease to 
exist, and any Event of Default arising therefrom shall be 



                             -56-



deemed to have been cured, for every purpose of this 
Indenture; but no such waiver shall extend to any subsequent 
or other default or impair any right consequent thereon.

Section 514.  Undertaking for Costs.
              _____________________ 

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


                           ARTICLE SIX

                           The Trustee

Section 601.  Certain Duties and Responsibilities.
              ___________________________________ 

          The duties and responsibilities of the Trustee 
shall be as provided by the Trust Indenture Act.  
Notwithstanding the foregoing, no provision of this 
Indenture shall require the Trustee to expend or risk its 
own funds or otherwise incur any financial liability in the 
performance of any of its duties hereunder, or in the 
exercise of any of its rights or powers, if it shall have 
reasonable grounds for believing that repayment of such 
funds or adequate indemnity against such risk or liability 
is not reasonably assured to it.  Whether or not therein 
expressly so provided, every provision of this Indenture 
relating to the conduct or affecting the liability of or 
affording protection to the Trustee shall be subject to the 
provisions of this Section.

Section 602.  Notice of Defaults.
              __________________ 

          If a default occurs hereunder with respect to 
Securities of any series, the Trustee shall give the Holders 
of Securities of such series notice of such default as and 
to the extent provided by the Trust Indenture Act; provided, 
                                                   ________ 
however, that in the case of any default of the character 
_______                                                   
specified in Section 501(4) with respect to Securities of 
such series, no such notice to Holders shall be given until 
at least 30 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 



                             -57-



become, an Event of Default with respect to Securities of 
such series.

Section 603.  Certain Rights of Trustee.
              _________________________ 

          Subject to the provisions of Section 601:

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

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

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

          (d)  the Trustee may consult with 
     counsel and the written advice of such 
     counsel or any Opinion of Counsel shall be 
     full and complete authorization and 
     protection in respect of any action taken, 
     suffered or omitted by it hereunder in good 
     faith and in reliance thereon;

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



                             -58-



     Trustee against the costs, expenses and 
     liabilities which might be incurred by it in 
     compliance with such request or direction;

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

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

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

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



                             -59-



Section 605.  May Hold Securities.
              ___________________ 

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

Section 606.  Money Held in Trust.
              ___________________ 

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

Section 607.  Compensation and Reimbursement.
              ______________________________ 

          The Company and the Guarantor agree

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

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

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



                             -60-



     claim or liability in connection with the 
     exercise or performance of any of its powers 
     or duties hereunder.

Section 608.  Disqualification; Conflicting
              _____________________________
              Interests.
              _________ 

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

Section 609.  Corporate Trustee Required;
              __________________________ 
              Eligibility.
              ___________ 

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

Section 610.  Resignation and Removal;
              _______________________ 
              Appointment of Successor.
              ________________________ 

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

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

                             -61-


competent jurisdiction for the appointment of a successor 
Trustee with respect to the Securities of such series.

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

          (d)  If at any time:

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

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

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

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

          (e)  If the Trustee shall resign, be removed or 
become incapable of acting, or if a vacancy shall occur in 
the office of Trustee for any cause, with respect to the 
Securities of one or more series, the Company, by a Board 
Resolution, shall promptly appoint a successor Trustee or 
Trustees with respect to the Securities of that or those 
series (it being understood that any such successor Trustee 
may be appointed with respect to the Securities of one or 
more or all of such series and that at any time there shall 
be only one Trustee with respect to the Securities of any 
particular series) and shall comply with the applicable 



                             -62-



requirements of Section 611.  If, within one year after such 
resignation, removal or incapability, or the occurrence of 
such vacancy, a successor Trustee with respect to the 
Securities of any series shall be appointed by Act of the 
Holders of a majority in principal amount of the Outstanding 
Securities of such series delivered to the Company and the 
Guarantor and the retiring Trustee, the successor Trustee so 
appointed shall, forthwith upon its acceptance of such 
appointment in accordance with the applicable requirements 
of Section 611, become the successor Trustee with respect to 
the Securities of such series and to that extent supersede 
the successor Trustee appointed by the Company.  If no 
successor Trustee with respect to the Securities of any 
series shall have been so appointed by the Company or the 
Holders and accepted appointment in the manner required by 
Section 611, any Holder who has been a bona fide Holder of a 
Security of such series for at least six months may, on 
behalf of itself and all others similarly situated, petition 
any court of competent jurisdiction for the appointment of a 
successor Trustee with respect to the Securities of such 
series.

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

Section 611.  Acceptance of Appointment by 
              ____________________________ 
              Successor.
              _________ 

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



                             -63-



          (b)  In case of the appointment hereunder of a 
successor Trustee with respect to the Securities of one or 
more (but not all) series, the Company, the Guarantor, the 
retiring Trustee and each successor Trustee with respect to 
the Securities of such series shall execute and deliver an 
indenture supplemental hereto wherein each successor Trustee 
shall accept such appointment and which (1) shall contain 
such provisions as shall be necessary or desirable to 
transfer the rights, powers, trust and duties of the 
retiring Trustee with respect to the Securities of that or 
those series to which the appointment of such successor 
Trustee relates, (2) if the retiring Trustee is not retiring 
with respect to all Securities, shall contain such 
provisions as shall be deemed necessary or desirable to 
confirm that all the rights, powers, trusts and duties of 
the retiring Trustee with respect to the Securities of that 
or those series as to which the retiring Trustee is not 
retiring shall continue to be vested in the retiring 
Trustee, and (3) shall add to or change any of the 
provisions of this Indenture as shall be necessary to 
provide for or facilitate the administration of the trusts 
hereunder by more than one Trustee, it being understood that 
nothing herein or in such supplemental indenture shall 
constitute such Trustee co-trustees of the same trust and 
that each such Trustee shall be trustee of a trust or trusts 
hereunder separate and apart from any trust or trusts 
hereunder administered by any other such Trustee; and upon 
the execution and delivery of such supplemental indenture 
the resignation or removal of the retiring Trustee shall 
become effective to the extent provided therein and each 
such successor Trustee, without any further act, deed or 
conveyance, shall become vested with all the rights, powers, 
trusts and duties of the retiring Trustee with respect to 
the Securities of that or those series to which the 
appointment of such successor Trustee relates; but, on 
request of the Company and the Guarantor or any successor 
Trustee, such retiring Trustee shall duly assign, transfer 
and deliver to such successor Trustee all property and money 
held by such retiring Trustee hereunder with respect to the 
Securities of that or those series to which the appointment 
of such successor Trustee relates.

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

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



                             -64-



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

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

Section 613.  Preferential Collection of Claims 
              __________________________________
              Against Company or Guarantor.
              ____________________________ 

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

Section 614.  Appointment of Authenticating Agent.
              ___________________________________ 

          The Trustee may with the consent of the Company 
appoint an Authenticating Agent or Agents with respect to 
one or more series of Securities which shall be authorized 
to act on behalf of the Trustee to authenticate Securities 
of such series issued upon original issue and upon exchange, 
registration of transfer or partial redemption thereof or 
pursuant to Section 306, and Securities so authenticated 
shall be entitled to the benefits of this Indenture and 
shall be valid and obligatory for all purposes as if 
authenticated by the Trustee hereunder.  Wherever reference 
is made in this Indenture to the authentication and delivery 
of Securities by the Trustee or the Trustee's certificate of 
authentication, such reference shall be deemed to include 
authentication and delivery on behalf of the Trustee by an 
Authenticating Agent and a certificate of authentication 
executed on behalf of the Trustee by an Authenticating 
Agent.  Each Authenticating Agent shall be acceptable to the 
Company and shall at all times be a corporation organized 
and doing business under the laws of the United States of 



                             -65-



America, any State thereof or the District of Columbia, 
authorized under such laws to act as Authenticating Agent, 
having a combined capital and surplus of not less than 
$50,000,000 and subject to supervision or examination by 
Federal or State authority.  If such Authenticating Agent 
publishes reports of condition at least annually, pursuant 
to law or to the requirements of said supervising or 
examining authority, then for the purposes of this Section, 
the combined capital and surplus of such Authenticating 
Agent shall be deemed to be its combined capital and surplus 
as set forth in its most recent report of condition so 
published.  If at any time an Authenticating Agent shall 
cease to be eligible in accordance with the provisions of 
this Section, such Authenticating Agent shall resign 
immediately in the manner and with the effect specified in 
this Section.

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

          An Authenticating Agent may resign at any time by 
giving written notice thereof to the Trustee and to the 
Company.  The Trustee or the Company may at any time 
terminate the agency of an Authenticating Agent by giving 
written notice thereof to such Authenticating Agent and to 
the Company or the Trustee, as the case may be.  Upon 
receiving such a notice of resignation or upon such a 
termination, or in case at any time such Authenticating 
Agent shall cease to be eligible in accordance with the 
provisions of this Section, the Trustee may appoint a 
successor Authenticating Agent which shall be acceptable to 
the Company and shall mail written notice of such 
appointment by first-class mail, postage prepaid, to all 
Holders of Securities of the series with respect to which 
such Authenticating Agent will serve, as their names and 
addresses appear in the Security Register.  Any successor 
Authenticating Agent upon acceptance of its appointment 
hereunder shall become vested with all the rights, powers 
and duties of its predecessor hereunder, with like effect as 
if originally named as an Authenticating Agent.  No 
successor Authenticating Agent shall be appointed unless 
eligible under the provisions of this Section.



                             -66-



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

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

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

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


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

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


                           ARTICLE SEVEN

Holders' Lists and Reports by Trustee, Company and Guarantor

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

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

          (a)  semi-annually, not later than 10 days 
     after each Regular Record Date in each year, a 
     list for each series of Securities, in such form 
     as the Trustee may reasonably require, of the 
     names and addresses of the Holders of Securities 
     of such series as of the preceding Regular Record 
     Date, and

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



                             -67-



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

Section 702.  Preservation of Information;
              ___________________________ 
              Communications to Holders.
              _________________________ 

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

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

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

Section 703.  Reports by Trustee.
              __________________ 

          (a)  The Trustee shall transmit to Holders such 
reports concerning the Trustee and its actions under this 
Indenture as may be required pursuant to the Trust Indenture 
Act at the times and in the manner provided pursuant 
thereto.  To the extent that any such report is required by 
the Trust Indenture Act with respect to any 12 month period, 
such report shall cover the 12 month period ending July 15 
and shall be transmitted by the next succeeding September 
15.
          (b)  A copy of each such report shall, at the time 
of such transmission to Holders, be filed by the Trustee 
with each stock exchange upon which any Securities are 
listed, with the Commission and with the Company and the 
Guarantor.  The Company will notify the Trustee when any 
Securities are listed on any stock exchange.

Section 704.  Reports by Company and Guarantor.
              ________________________________ 

          The Company and the Guarantor shall file with the 
Trustee and the Commission, and transmit to Holders, such 
information, documents and other reports, and such summaries 



                             -68-



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.


                           ARTICLE EIGHT

              Consolidation, Merger, or Sale of Assets

Section 801.     Company or Guarantor May Consolidate, Etc.,
                 ___________________________________________
                 Only on Certain Terms.
                 _____________________ 

          Neither the Company nor the Guarantor shall 
consolidate with or merge into any other Person or sell its 
properties and assets as, or substantially as, an entirety 
to any Person, and neither the Company nor the Guarantor 
shall permit any Person to consolidate with or merge into 
the Company or the Guarantor, as the case may be, unless:

          (1)  in case the Company or the 
     Guarantor, as the case may be, shall 
     consolidate with or merge into another Person 
     (including, without limitation, the Guarantor 
     or the Company, as the case may be), or sell 
     its properties and assets as, or 
     substantially as, an entirety to any Person 
     (including, without limitation, the Guarantor 
     or the Company, as the case may be), the 
     Person formed by such consolidation or into 
     which the Company or the Guarantor, as the 
     case may be, is merged or the Person which 
     purchases the properties and assets of the 
     Company or the Guarantor, as the case may be, 
     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, in the case of any such 
     transaction involving the Company, the due 
     and punctual payment of the principal of and 
     any premium and interest on all the 
     Securities and the performance or observance 
     of every covenant of this Indenture on the 
     part of the Company to be performed or 
     observed, and, in the case of any such 
     transaction involving the Guarantor, the due 



                             -69-



     and punctual performance of the Guarantees 
     and the  performance or observance of every 
     covenant of this Indenture on the part of the 
     Guarantor to be performed or observed, in 
     each case by supplemental indenture 
     satisfactory in form to the Trustee, executed 
     and delivered to the Trustee, by the Person 
     (if other than the Company or the Guarantor, 
     as the case may be) formed by such 
     consolidation or into which the Company or 
     the Guarantor, as the case may be, shall have 
     been merged or by the corporation which shall 
     have acquired the assets of the Company or 
     the Guarantor, as the case may be;

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

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

Section 802. Successor Substituted.
            ______________________ 

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



                             -70-



Section 803.  Assumption by Guarantor or Subsidiary of 
              ________________________________________ 
              Company's Obligations
              _____________________

          The Guarantor or any Subsidiary of the Guarantor 
may, where permitted by law, assume the obligations of the 
Company (or any Person which shall have previously assumed 
the obligations of the Company) for the due and punctual 
payment of the principal of (and any premium), interest on 
and any other payments with respect to the Securities and 
the performance of every covenant of this Indenture and the 
Securities on the part of the Company (or such other Person) 
to be performed or observed, provided that:

          (1)  the Guarantor or such Subsidiary, as the case 
may be, shall expressly assume such obligations by an 
indenture supplemental hereto, in form reasonably 
satisfactory to the Trustee, executed and delivered to 
the Trustee and if such Subsidiary assumed such 
obligations, the Guarantor shall, by such supplemental 
indenture, confirm that its Guarantees shall apply to 
such Subsidiary's obligations under the Securities and 
this Indenture, as modified by such supplemental 
indenture;

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

          (3)  the Guarantor or such Subsidiary, as the case 
may be, shall have delivered to the Trustee an 
Officers' Certificate and an Opinion of Counsel, each 
stating that such assumption and such supplemental 
indenture comply with this Article and that all 
conditions precedent herein provided for relating to 
such transaction have been complied with;

          (4)  such assumption shall not result in adverse 
tax consequences to any Holder; and

          (5)  the Guarantor and/or such Subsidiary shall 
have delivered to the Trustee an Opinion of Counsel to the 
effect that (1) the Securities are legal, valid and binding 
obligations of  the assuming corporation enforceable against 
the assuming corporation in accordance with their terms 
subject to (a) bankruptcy, insolvency, reorganization, 
fraudulent transfer, moratorium and other similar laws now 
or hereafter in effect relating to or affecting creditors 
rights generally and the rights of creditors of insurance 
companies generally and (b) general principles of equity 
(regardless of whether considered in a proceeding at law or 
in equity) and (2) if a Subsidiary of the Guarantor is the 
assuming corporation, the Guarantees continue to be the 



                             -71-



legal, valid and binding obligations of the Guarantor 
enforceable against the Guarantor in accordance with their 
terms subject to (a) bankruptcy, insolvency, reorganization, 
fraudulent transfer, moratorium and other similar laws now 
or hereafter in effect relating to or affecting creditors 
rights generally and the rights of creditors of insurance 
companies generally and (b) general principles of equity 
(regardless of whether considered in a proceeding at law or 
in equity).

          Upon any such assumption, the Guarantor or such 
Subsidiary shall succeed to, and be substituted for, and may 
exercise every right and power of, the Company under this 
Indenture with the same effect as if the Guarantor or such 
Subsidiary, as the case may be, had been named as the 
"Company" in herein, and the Person named as the "Company" in 
the first paragraph of this instrument or any successor 
Person which shall theretofore have become such in the 
manner prescribed in this Article shall be released from its 
liability as obligor upon the Securities.


                           ARTICLE NINE

                      Supplemental Indentures

Section 901.  Supplemental Indentures Without 
              _______________________________ 
              Consent of Holders.
              __________________ 

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

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

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



                             -72-


     right or power herein conferred upon the 
     Company or the Guarantor; or

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

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

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

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

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

          (8)  to evidence and provide for the 
     acceptance of appointment hereunder by a 
     successor Trustee with respect to the 
     Securities of one or more series and to add 
     to or change any of the provisions of this 
     Indenture as shall be necessary to provide 
     for or facilitate the administration of the 
     trusts hereunder by more than one Trustee, 
     pursuant to the requirements of 
     Section 611(b); or



                             -73-



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

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

Section 902.  Supplemental Indentures with Consent
              ____________________________________
              of Holders.
              __________ 

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

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



                             -74-


     of redemption, on or after the Redemption 
     Date), or 

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

          (3)  modify any of the provisions of 
     this Section, Section 513 or Section 907, 
     except to increase any such percentage or to 
     provide that certain other provisions of this 
     Indenture cannot be modified or waived 
     without the consent of the Holder of each 
     Outstanding Security affected thereby, 
     provided, however, that this clause shall not 
     ________  _______                             
     be deemed to require the consent of any 
     Holder with respect to changes in the 
     references to "the Trustee" and concomitant 
     changes in this Section and Section 907, or 
     the deletion of this proviso, in accordance 
     with the requirements of Sections 611(b) and 
     901(8), or

          (4)  modify or affect in any manner 
     adverse to the interests of the Holders of 
     any Securities the terms and conditions of 
     the obligations of the Guarantor in respect 
     of the due and punctual payment of the 
     principal thereof, premium, if any, and 
     interest, if any, thereon or any sinking fund 
     payments provided in respect thereof.

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

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



                             -75-



Section 903.  Execution of Supplemental Indentures.
              ____________________________________ 

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

Section 904.  Effect of Supplemental Indentures.
              _________________________________ 

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

Section 905.  Conformity with Trust Indenture Act.
              ___________________________________ 

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

Section 906.  Reference in Securities to
              __________________________
              Supplemental Indentures.
              _______________________ 

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

Section 907.  Waiver of Compliance by Holders.
              _______________________________ 

          Anything in this Indenture to the contrary 
notwithstanding, any of the acts which the Company or the 
Guarantor is required to do, or is prohibited from doing, by 
any of the provisions of this Indenture may, to the extent 



                             -76-



that such provisions might be changed or eliminated by a 
supplemental indenture pursuant to Section 902 upon consent 
of holders of not less than a majority in aggregate 
principal amount of the then Outstanding Securities of the 
series affected, be omitted or done by the Company or the 
Guarantor, as the case may be, if there is obtained the 
prior consent or waiver of the holders of at least a 
majority in aggregate principal amount of the then 
Outstanding Securities of such series.

                           ARTICLE TEN

                            Covenants

Section 1001.  Payment of Principal, Premium and Interest.
               __________________________________________ 

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

Section 1002.  Maintenance of Office or Agency by Company 
               __________________________________________ 
               and Guarantor.
               _____________ 

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

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



                             -77-



the Trustee of any such designation or rescission and of any 
change in the location of any such other office or agency.

          (b)  So long as any Securities are Outstanding, 
the Guarantor will maintain in each Place of Payment for any 
series of Securities an office or agency where Securities of 
that series may be presented or surrendered for payment 
under the Guarantees endorsed thereon and where notices and 
demands to or upon the Guarantor in respect of the 
Guarantees endorsed on the Securities of that series and 
this Indenture may be served.  The Guarantor will give 
prompt written notice to the Trustee of the location, and any 
change in the location, of such office or agency.  If at 
any time the Guarantor shall fail to maintain any such 
required office or agency or shall fail to furnish the 
Trustee with the address thereof, such presentations, 
surrenders, notices and demands may be made or served at the 
Corporate Trust Office of the Trustee, and the Guarantor 
hereby appoints the Trustee as its agent to receive all such 
presentations, surrenders, notices and demands.

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

Section 1003.  Money for Securities Payments to
               ________________________________
               Be Held in Trust.               
               ________________                

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

          Whenever the Company shall have one or more Paying 
Agents for any series of Securities, it will, prior to each 
due date of the principal of or any premium or interest on 
any Securities of that series, deposit with a Paying Agent a 
sum sufficient to pay such amount, such sum to be held as 



                             -78-



provided by the Trust Indenture Act, and (unless such Paying 
Agent is the Trustee) the Company will promptly notify the 
Trustee of its action or failure so to act.

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

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

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



                             -79-



Section 1004.  Statement by Officers as to Default.
               ___________________________________ 

          The Company and the Guarantor will each deliver to 
the Trustee within 120 days after the end of each fiscal 
year of the Guarantor ending after the date hereof, a 
certificate signed by the Company's or the Guarantor's, as 
the case may be, principal executive officer, principal 
financial officer or principal accounting officer stating 
whether or not to the best knowledge of the signer thereof 
the Company or the Guarantor, as the case may be, is in 
compliance with all terms, conditions and covenants of this 
Indenture (without regard to any period of grace or 
requirement of notice provided hereunder) and if the signer 
has obtained knowledge of any continuing default by the 
Company or the Guarantor in the performance, observation or 
fulfillment of any such term, condition or covenant, 
specifying each such default and the nature thereof.

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

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


                           ARTICLE ELEVEN

                      Redemption of Securities

Section 1101.  Applicability of Article.
               ________________________ 

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



                             -80-



Section 1102.  Election to Redeem; Notice to Trustee.
               _____________________________________ 

          In case of any redemption at the election of the 
Company of less than all the Securities of any series, the 
Company shall, at least 60 days prior to the Redemption Date 
fixed by the Company (unless a shorter notice shall be 
satisfactory to the Trustee), notify the Trustee of such 
Redemption Date, of the principal amount of Securities of 
such series to be redeemed and, if applicable, of the tenor 
of the Securities to be redeemed.  In the case of any 
redemption of Securities prior to the expiration of any 
restriction on such redemption provided in the terms of such 
Securities or elsewhere in this Indenture, the Company shall 
furnish the Trustee with an Officers' Certificate evidencing 
compliance with such restriction.

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

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

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

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



                             -81-



Section 1104.  Notice of Redemption.
               ____________________ 

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

          All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

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

          (4)  that on the Redemption Date the 
     Redemption Price will become due and payable 
     upon each such Security to be redeemed and, 
     if applicable, that interest thereon will 
     cease to accrue on and after said date,

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

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

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

Section 1105.  Deposit of Redemption Price.
               ___________________________ 

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



                             -82-



Section 1106.  Securities Payable on Redemption Date.
               _____________________________________ 

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

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

Section 1107.  Securities Redeemed in Part.
               ___________________________ 

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


                           ARTICLE TWELVE

                 Defeasance and Covenant Defeasance

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

          The Company may elect, at any time, to have either 
Section 1202 or Section 1203 applied to the Outstanding 
Securities of any series and the Guarantees endorsed 



                             -83-



thereon, upon compliance with the conditions set forth below 
in this Article Twelve.

Section 1202.  Defeasance and Discharge.
               ________________________ 

          Upon the Company's exercise of the option provided 
in Section 1201 to have this Section 1202 applied to the 
Outstanding Securities of any series and the Guarantees 
endorsed thereon, the Company and the Guarantor shall each 
be deemed to have been discharged from its obligations with 
respect to the Outstanding Securities of such series and the 
Guarantees endorsed thereon as provided in this Section on 
and after the date the conditions set forth in Section 1204 
are satisfied (hereinafter called "Defeasance").  For this 
purpose, such Defeasance means that the Company and the 
Guarantor shall be deemed to have paid and discharged the 
entire indebtedness represented by the Outstanding 
Securities of such series and the Guarantees endorsed 
thereon and to have satisfied all their other obligations 
under the Securities of such series, the Guarantees endorsed 
thereon and this Indenture insofar as the Securities of such 
series and the Guarantees endorsed thereon are concerned 
(and the Trustee, at the expense of the Company, shall 
execute proper instruments acknowledging the same), subject 
to the following which shall survive until otherwise 
terminated or discharged hereunder:  (1) the rights of 
Holders of Securities of such series to receive, solely from 
the trust fund described in Section 1204 and as more fully 
set forth in such Section, payments in respect of the 
principal of and any premium and interest on such Securities 
of such series when payments are due, (2) the Company's or 
the Guarantor's obligations, as the case may be, with 
respect to the Securities of such series under Sections 304, 
305, 306, 1002 and 1003, (3) the rights, powers, trusts, 
duties and immunities of the Trustee hereunder, including, 
without limitation, its rights under Section 607  and (4) 
this Article Twelve.  Subject to compliance with this 
Article Twelve, the Company may exercise its option provided 
in Section 1201 to have this Section 1202 applied to the 
Outstanding Securities of any series and the Guarantees 
endorsed thereon notwithstanding the prior exercise of its 
option provided in Section 1201 to have Section 1203 applied 
to the Outstanding Securities of such series and the 
Guarantees endorsed thereon.

Section 1203.  Covenant Defeasance.
               ___________________ 

          Upon the Company's exercise of the option provided 
in Section 1201 to have this Section 1203 applied to the 
Outstanding Securities of any series and the Guarantees 
endorsed thereon, (1) the Guarantor shall be released from 
its obligations under Section 1005 and the Company and the 
Guarantor shall be released from their obligations under 
Section 801 and (2) the occurrence of any event specified in 



                             -84-



Sections 501(3), 501(4) (with respect to Section 1005 and 
Section 801) and 501(5) shall be deemed not to be or result 
in an Event of Default, in each case with respect to the 
Outstanding Securities of such series as provided in this 
Section on and after the date the conditions set forth in 
Section 1204 are satisfied (hereinafter called "Covenant 
Defeasance").  For this purpose, such Covenant Defeasance 
means that the Company and the Guarantor may omit to comply 
with and shall have no liability in respect of any term, 
condition or limitation set forth in any such specified 
Section (to the extent so specified in the case of Section 
501(4)), whether directly or indirectly by reason of any 
reference elsewhere herein to any such Section or by reason 
of any reference in any such Section to any other provision 
herein or in any other document, but the remainder of this 
Indenture and the Securities of such series shall be 
unaffected thereby.

Section 1204.  Conditions to Defeasance or Covenant 
               ____________________________________ 
               Defeasance. 
               __________  

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

          (1)  The Company or the Guarantor shall 
     irrevocably have deposited or caused to be deposited 
     with the Trustee (or another trustee that satisfies the 
     requirements contemplated by Section 609 and agrees to 
     comply with the provisions of this Article Twelve 
     applicable to it) as trust funds in trust for the 
     purpose of making the following payments, specifically 
     pledged as security for, and dedicated solely to, the 
     benefit of the Holders of Outstanding Securities of 
     such series, (A) in the case of Securities of such 
     series denominated in U.S. dollars, (i) money in an 
     amount, or (ii) U.S. Government Obligations that 
     through the scheduled payment of principal and interest 
     in respect thereof in accordance with their terms will 
     provide, not later than one day before the due date of 
     any payment, money in an amount, or (iii) a combination 
     thereof, in each case sufficient, in the opinion of a 
     nationally recognized firm of independent public 
     accountants expressed in a written certification 
     thereof delivered to the Trustee, to pay and discharge, 
     and which shall be applied by the Trustee (or any such 
     other qualifying trustee) to pay and discharge, the 
     principal of and any premium and interest on the 
     Securities of such series on the respective Stated 
     Maturities, in accordance with the terms of this 
     Indenture and the Securities of such series or (B) in 
     the case of Securities of such series denominated in a 
     currency other than the U.S. dollar, (i) money in such 
     currency in an amount, or (ii) Foreign Government 

                             -85-



     Obligations that through the scheduled payment of 
     principal and interest in respect thereof in accordance 
     with their terms will provide, not later than one day 
     before the due date of any payment, money in such 
     currency in an amount, or (iii) a combination thereof, 
     in each case sufficient, in the opinion of a nationally 
     recognized firm of independent public accountants 
     expressed in a written certification thereof delivered 
     to the Trustee, to pay and discharge, and which shall 
     be applied by the Trustee (or any such other qualifying 
     trustee) to pay and discharge, the principal of and any 
     premium and interest on the Securities of such series 
     on the respective Stated Maturities, in accordance with 
     the terms of this Indenture and the Securities of such 
     series.  As used herein, (1) "U.S. Government 
     Obligation" means (x) any security that is (i) a direct 
     obligation of the United States of America for the 
     payment of which full faith and credit of the United 
     States of America is pledged or (ii) an obligation of a 
     Person controlled or supervised by and acting as an 
     agency or instrumentality for the United States of 
     America the payment of which is unconditionally 
     guaranteed as a full faith and credit obligation by the 
     United States of America, which, in either case (i) or 
     (ii), is not callable or redeemable at the option of 
     the issuer thereof, and (y) any depositary receipt 
     issued by a bank (as defined in Section 3(a)(2) of the 
     Securities Act of 1933, as amended) as custodian with 
     respect to any specific payment of principal of or 
     interest on any such U.S. Government Obligation 
     specified in Clause (x) and held by such custodian for 
     the account of the holder of such depositary receipt, 
     or with respect to any specific payment of principal of 
     or interest on any such U.S. Government Obligation, 
     provided that (except as required by law) such 
     ________                                       
     custodian is not authorized to make any deduction from 
     the amount payable to the Holder of such depositary 
     receipt from any amount received by the custodian in 
     respect of the U.S. Government Obligation or the 
     specific payment of principal or interest evidenced by 
     such depositary receipt and (2) "Foreign Government 
     Obligation" means (x) any security that is (i) a direct 
     obligation of the government that issued such currency 
     for the payment of which full faith and credit of such 
     government is pledged or (ii) an obligation of a Person 
     controlled or supervised by and acting as an agency or 
     instrumentality for such government the payment of 
     which is unconditionally guaranteed as a full faith and 
     credit obligation by such government, which, in either 
     case (i) or (ii), is not callable or redeemable at the 
     option of the issuer thereof, and (y) any depositary 
     receipt issued by a bank (as defined in Section 3(a)(2) 
     of the Securities Act of 1933, as amended) as custodian 
     with respect to any specific payment of principal of or 



                             -86-



     interest on any such Foreign Government Obligation 
     specified in Clause (x) and held by such custodian for 
     the account of the holder of such depositary receipt, 
     or with respect to any specific payment of principal of 
     or interest on any such Foreign Government Obligation, 
     provided that (except as required by law) such 
     ________                                       
     custodian is not authorized to make any deduction from 
     the amount payable to the Holder of such depositary 
     receipt from any amount received by the custodian in 
     respect of the Foreign Government Obligation or the 
     specific payment of principal or interest evidenced by 
     such depositary receipt.

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

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

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

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



                             -87-



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

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

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

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

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

          Anything in this Article Twelve to the contrary 
notwithstanding, the Trustee shall deliver or pay to the 
Company or the Guarantor, as the case may be, from time to 
time upon Company Request any money or U.S. Government 
Obligations or Foreign Government Obligations held by it as 
provided in Section 1204 with respect to Securities of any 
series that, in the opinion of a nationally recognized firm 
of independent public accountants expressed in a written 
certification thereof delivered to the Trustee, are in 



                             -88-



excess of the amount thereof that would then be required to 
be deposited to effect an equivalent Defeasance or Covenant 
Defeasance with respect to the Securities of such series and 
the Guarantees endorsed thereon.

Section 1206.  Reinstatement.
               _____________ 

          If the Trustee or the Paying Agent is unable to 
apply any money in accordance with this Article Twelve with 
respect to the Securities of any series by reason of any 
order or judgment of any court or governmental authority 
enjoining, restraining or otherwise prohibiting such 
application, then the Company's and the Guarantor's 
obligations under this Indenture and the Securities of such 
series and the Guarantees endorsed thereon shall be revived 
and reinstated as though no deposit had occurred pursuant to 
this Article Twelve with respect to Securities of such 
series until such time as the Trustee or Paying Agent is 
permitted to apply all money held in trust pursuant to 
Section 1205 with respect to Securities of such series in 
accordance with this Article Twelve; provided, however, that
                                     ________  _______      
 if the Company makes any payment of principal of or any 
premium or interest on any Security of such series following 
the reinstatement of its obligations or if the Guarantor 
makes any payment in respect thereof pursuant to its 
Guarantee of such Securities of such series, the Company or 
the Guarantor, as the case may be, shall be subrogated to 
the rights of the Holders of Securities of such series to 
receive such payment from the money so held in trust.


                           ARTICLE THIRTEEN

                            Sinking Funds

Section 1301.  Applicability of Article.
               ________________________ 

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

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



                             -89-



Section 1302.  Satisfaction of Sinking Fund Payments 
               _____________________________________ 
               with Securities.
               _______________ 

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

Section 1303.  Redemption of Securities for Sinking Fund.
               _________________________________________ 

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


                           ARTICLE FOURTEEN

                        Guarantee of Securities


SECTION 1401.  Guarantee.
               _________ 

          The Guarantor hereby unconditionally guarantees to 
each Holder of a Security of each series of the Company 
authenticated and delivered by the Trustee or an 



                             -90-



Authenticating Agent the due and punctual payment of the 
principal of (premium, if any) and interest on such Security 
and the due and punctual payment of any sinking fund 
payments provided for pursuant to the terms of such 
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 Security and of this Indenture (the "Guaranteed 
Obligations").  In case of default by the Company in the 
payment of any such principal, premium, interest or sinking 
fund payment, the Guarantor agrees duly and punctually to 
make any such payment when and as the same shall become due 
and payable, whether at the 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 
any Security of any series or this Indenture, the absence of 
any action to enforce the same or any waiver, modification 
or indulgence or consent granted to the Company with respect 
thereto by the Holder of any Security of any series or the 
Trustee, the recovery of any judgment against the Company or 
any action to enforce the same, or any other circumstances 
which may otherwise constitute a legal or equitable 
discharge 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 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, protect or notice with 
respect to any Security or the indebtedness evidenced 
thereby or with respect to any sinking fund payment required 
pursuant to the terms of a Security issued under this 
Indenture and all demands whatsoever, and covenants that 
this Guarantee will not be discharged as to any Security 
except by payment in full of the principal of (premium, if 
any) and interest on such Security.


SECTION 1402.  Subrogation.
               ___________ 

          The Guarantor shall be subrogated to all rights of 
the Holder of a Security 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 Securities of such series, be entitled to enforce, or to 
receive, any payments arising out of or based upon, such 



                             -91-



right of subrogation until the principal of (and premium, if 
any) and interest then due and payable on all Securities of 
the relevant series shall have been irrevocably paid in full 
in accordance with the terms of such Securities.

SECTION 1403.  Reinstatement.
               _____________ 

          The Guarantee of the Guarantor 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 Security if at any time payment, or 
any part thereof, of such Security is rescinded or must 
otherwise be restored or returned by the Holder of such 
Security 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.

SECTION 1404.  Execution and Delivery of Guarantees.
               ____________________________________ 

          To evidence its guarantee set forth in Section 
1401, the Guarantor hereby agrees to execute, subject to 
Section 201, the Guarantee in a form established pursuant to 
Section 206, to be endorsed on each Security authenticated 
and delivered by the Trustee.  Each such Guarantee shall be 
executed by the Guarantor as provided in Section 303.

          The delivery of any Security by the Trustee, after 
the authentication thereof hereunder, shall constitute due 
delivery of the Guarantee endorsed thereon on behalf of the 
Guarantor.

                           * * * *

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



                             -92-



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


                              AETNA LIFE AND CASUALTY COMPANY


                              By /s/ Alfred P. Quirk, Jr.
                                 ________________________
                              Name: Alfred P. Quirk, Jr.
                              Title: Vice President, 
                                     Corporate Finance

[Seal]

Attest:


/s/ Paige L. Falasco   
_______________________


                              AETNA INC.


                              By /s/ Alfred P. Quirk, Jr.
                                 ________________________
                                 Name: Alfred P. Quirk, Jr.
                                 Title: Vice President,
                                        Corporate Finance

[Seal]

Attest:


/s/ Paige L. Falasco   
_______________________


                              STATE STREET BANK AND TRUST 
                              COMPANY OF CONNECTICUT, 
                              NATIONAL ASSOCIATION


                              By /S/ Jill Olson
                                 _______________________
                                 Name: Jill Olson
                                 Title: Assistant Vice President

[Seal]

Attest:


/s/ Andrew M. Sinasky   
_______________________ 



                             -93-



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


          On the 15th 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 is the 
Vice President, Corporate Finance of AETNA LIFE AND CASUALTY 
COMPANY, one of the corporations described in and which executed 
the foregoing instrument; that he knows the seal of said 
corporation; that the seal affixed to said instrument is such 
corporate seal; that it was so affixed by authority of the Board 
of Directors of said corporation, and that he signed his name 
thereto by like authority.



                               /s/ James W. Francoline
                               _______________________
                                   Notary Public



                             -94-



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

          On the 15th 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 is Vice President, Corporate 
Finance of AETNA INC., one of the corporations described in and 
which executed the foregoing instrument; that he knows the seal of 
said corporation; that the seal affixed to said instrument is such 
corporate seal; that it was so affixed by authority of the Board 
of Directors of said corporation, and that he signed his name 
thereto by like authority.



                               /s/ James W. Francoline
                               _______________________
                                   Notary Public



                             -95-



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

          On the 15th day of August, 1996, before me personally 
came Jill Olson, to me known, who, being by me duly sworn, did 
depose and say that she is Assistant Vice President of STATE 
STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL 
ASSOCIATION, one of the corporations described in and which 
executed the foregoing instrument; that she knows the seal of said 
corporation; that the seal affixed to said instrument is such 
corporate seal; that it was so affixed by authority of the Board 
of Directors of said corporation, and that she signed her name 
thereto by like authority.



                               /s/ Cecil A. Gilbert
                               ____________________
                                   Notary Public



                             -96-