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                                                                     EXHIBIT 4.1


                       JOHN HANCOCK LIFE INSURANCE COMPANY

                                       AND

                              JPMORGAN CHASE BANK,

                                     TRUSTEE

                                    INDENTURE

                        DATED AS OF ______________, 2002

                               SIGNATURENOTES(SM)

             (SM)SERVICE MARK OF JOHN HANCOCK LIFE INSURANCE COMPANY

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                                TABLE OF CONTENTS
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ARTICLE ONE DEFINITIONS ...............................................................................         1

   SECTION 1.01   DEFINITIONS .........................................................................         1
        ADDITIONAL AMOUNTS ............................................................................         2
        AMORTIZED FACE AMOUNT .........................................................................         2
        AUTHORIZED OFFICER ............................................................................         2
        BOARD OF DIRECTORS ............................................................................         2
        BOARD RESOLUTIONS .............................................................................         2
        BOOK-ENTRY NOTE ...............................................................................         2
        BUSINESS DAY ..................................................................................         2
        COMPANY .......................................................................................         2
        COMPANY ORDER .................................................................................         2
        CONSOLIDATED NET TANGIBLE ASSETS ..............................................................         2
        CORPORATE TRUST OFFICE ........................................................................         3
        CORPORATION ...................................................................................         3
        CUSIP NUMBER ..................................................................................         3
        DEPOSITARY ....................................................................................         3
        DETERMINATION OF TAX EVENT ....................................................................         3
        DISCOUNT NOTES ................................................................................         3
        EVENT OF DEFAULT ..............................................................................         3
        FUNDING AGREEMENT .............................................................................         3
        GAAP ..........................................................................................         4
        GLOBAL NOTE ...................................................................................         4
        GUARANTEE .....................................................................................         4
        HOLDER ........................................................................................         4
        INDEBTEDNESS ..................................................................................         4
        INDENTURE .....................................................................................         4
        INTEREST PAYMENT DATE .........................................................................         5
        ISSUANCE ORDER ................................................................................         5
        ISSUE DATE ....................................................................................         5
        ISSUE PRICE ...................................................................................         5
        LIEN ..........................................................................................         5
        MATURITY ......................................................................................         5
        MATURITY DATE .................................................................................         5
        NON-UNITED STATES PERSON ......................................................................         5
        NOTES .........................................................................................         5
        NOTE REGISTER .................................................................................         5
        OFFICER'S CERTIFICATE .........................................................................         5
        OPINION OF COUNSEL ............................................................................         6
        OUTSTANDING ...................................................................................         6
        PARTICIPANT ...................................................................................         6
        PAYING AGENT ..................................................................................         6
        PERMITTED COLLATERALIZATION ASSETS ............................................................         6
        PERMITTED COLLATERALIZATION OBLIGATION ........................................................         6
        PERMITTED SECURED INDEBTEDNESS ................................................................         7
        PERSON ........................................................................................         8
        PLACE OF PAYMENT ..............................................................................         8
        REDEMPTION DATE ...............................................................................         8
        REGULAR RECORD DATE ...........................................................................         8
        RESPONSIBLE OFFICER ...........................................................................         8
        SECURED INDEBTEDNESS ..........................................................................         8
        SETTLEMENT DATE ...............................................................................         9
</TABLE>

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<TABLE>
  <S>                                                                                                          <C>
        SIGNATURENOTES ................................................................................         9
        STATED MATURITY ...............................................................................         9
        SUBSIDIARY ....................................................................................         9
        SURVIVOR'S OPTION .............................................................................         9
        SURVIVOR'S OPTION BLACKOUT PERIOD .............................................................         9
        TRANCHE .......................................................................................         9
        TRUST INDENTURE ACT OF 1939 ...................................................................         9
        U.S.  DOLLAR ..................................................................................         9
        ZERO-COUPON NOTES .............................................................................         9
    SECTION 1.02      NOTICE TO NOTEHOLDERS. ..........................................................         9

  ARTICLE TWO EXECUTION, ISSUE AND EXCHANGE OF NOTES. .................................................        10

    SECTION 2.01      AMOUNT UNLIMITED; ISSUABLE IN SERIES AND TRANCHES ...............................        10
    SECTION 2.02      FORM OF NOTES ...................................................................        13
    SECTION 2.03      DENOMINATIONS; RECORD DATE ......................................................        13
    SECTION 2.04      EXECUTION AND DELIVERY OF NOTES .................................................        14
    SECTION 2.05      FORM OF CERTIFICATE OF AUTHENTICATION ...........................................        15
    SECTION 2.06      AUTHENTICATION AND DELIVERY OF NOTES ............................................        15
    SECTION 2.07      EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES ..................................        17
    SECTION 2.08      MUTILATED, DEFACED, DESTROYED, LOST OR STOLEN NOTES .............................        19
    SECTION 2.09      CANCELLATION ....................................................................        20

  ARTICLE THREE REDEMPTION OF NOTES; SURVIVOR'S OPTION ................................................        20

    SECTION 3.01      REDEMPTION OF NOTES; APPLICABILITY OF SECTION ...................................        20
    SECTION 3.02      SURVIVOR'S OPTION ...............................................................        22
    SECTION 3.03      REDEMPTION FOR TAX REASONS ......................................................        25

  ARTICLE FOUR PAYMENT AND PAYING AGENTS. .............................................................        26

    SECTION 4.01      PAYMENT OF PRINCIPAL AND INTEREST; PAYMENT OF ADDITIONAL AMOUNTS ................        26
    SECTION 4.02      PAYING AGENTS ...................................................................        31
    SECTION 4.03      PROVISIONS AS TO PAYING AGENTS ..................................................        31
    SECTION 4.04      OFFICES FOR NOTICES, ETC ........................................................        32

  ARTICLE FIVE NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE ............................        32

    SECTION 5.01      NOTEHOLDER LISTS ................................................................        32
    SECTION 5.02      PRESERVATION AND DISCLOSURE OF LISTS. ...........................................        33
    SECTION 5.03      REPORTS BY THE COMPANY ..........................................................        34
    SECTION 5.04      REPORTS BY THE TRUSTEE. .........................................................        35

  ARTICLE SIX REMEDIES ON DEFAULT. ....................................................................        36

    SECTION 6.01      EVENTS OF DEFAULT ...............................................................        36
    SECTION 6.02      PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR ......................................        38
    SECTION 6.03      APPLICATION OF MONEYS COLLECTED BY TRUSTEE ......................................        40
    SECTION 6.04      PROCEEDINGS BY NOTEHOLDERS ......................................................        41
    SECTION 6.05      REMEDIES CUMULATIVE AND CONTINUING ..............................................        41
    SECTION 6.06      DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULT ..................................        42
    SECTION 6.07      NOTICE OF DEFAULTS ..............................................................        42
    SECTION 6.08      UNDERTAKING TO PAY COSTS ........................................................        42

ARTICLE SEVEN CONCERNING THE TRUSTEE ..................................................................        43

    SECTION 7.01      DUTIES AND RESPONSIBILITIES OF TRUSTEE ..........................................        43
    SECTION 7.02      RELIANCE ON DOCUMENTS, OPINIONS, ETC ............................................        44
    SECTION 7.03      NO RESPONSIBILITY FOR RECITALS, ETC .............................................        45
    SECTION 7.04      OWNERSHIP OF NOTES ..............................................................        45
    SECTION 7.05      MONEYS TO BE HELD IN TRUST ......................................................        45
</TABLE>

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<TABLE>
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SECTION 7.06   COMPENSATION AND EXPENSES OF TRUSTEE ..................................    45
SECTION 7.07   OFFICER'S CERTIFICATE AS EVIDENCE .....................................    46
SECTION 7.08   CONFLICTING INTEREST OF TRUSTEE .......................................    46
SECTION 7.09   ELIGIBILITY OF TRUSTEE ................................................    46
SECTION 7.10   RESIGNATION OR REMOVAL OF TRUSTEE .....................................    47
SECTION 7.11   ACCEPTANCE BY SUCCESSOR TRUSTEE .......................................    48
SECTION 7.12   SUCCESSOR BY MERGER, ETC ..............................................    49
SECTION 7.13   LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR ..........................    49

ARTICLE EIGHT CONCERNING THE NOTEHOLDERS .............................................    50

SECTION 8.01   ACTION BY NOTEHOLDERS .................................................    50
SECTION 8.02   PROOF OF EXECUTION BY NOTEHOLDERS .....................................    50
SECTION 8.03   WHO ARE DEEMED ABSOLUTE OWNERS ........................................    51
SECTION 8.04   COMPANY-OWNED NOTES DISREGARDED .......................................    51
SECTION 8.05   REVOCATION OF CONSENTS; FUTURE NOTEHOLDERS BOUND ......................    51

ARTICLE NINE NOTEHOLDERS' MEETINGS ...................................................    52

SECTION 9.01   PURPOSES OF MEETINGS ..................................................    52
SECTION 9.02   CALL OF MEETINGS BY TRUSTEE ...........................................    52
SECTION 9.03   CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS ............................    52
SECTION 9.04   QUALIFICATION FOR VOTING ..............................................    52
SECTION 9.05   REGULATIONS ...........................................................    53
SECTION 9.06   VOTING ................................................................    53

ARTICLE TEN SUPPLEMENTAL INDENTURES ..................................................    54

SECTION 10.01  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS ................    54
SECTION 10.02  SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS ...................    55
SECTION 10.03  COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
               INDENTURES ............................................................    56
SECTION 10.04  NOTATION ON NOTES .....................................................    56

ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE .............................    57

SECTION 11.01  COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS .......................    57
SECTION 11.02  SUCCESSOR CORPORATION TO BE SUBSTITUTED FOR COMPANY ...................    57
SECTION 11.03  OPINION OF COUNSEL TO BE GIVEN TRUSTEE ................................    57

ARTICLE TWELVE LIMITATIONS ON LIENS ..................................................    58

SECTION 12.01  LIMITATIONS ON LIENS ..................................................    58

ARTICLE THIRTEEN SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS ...........    58

SECTION 13.01  DISCHARGE OF INDENTURE ................................................    58
SECTION 13.02  DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE .......................    58
SECTION 13.03  PAYING AGENT TO REPAY MONEYS HELD .....................................    59
SECTION 13.04  RETURN OF UNCLAIMED MONEYS ............................................    59
SECTION 13.05  SATISFACTION, DISCHARGE AND DEFEASANCE OR COVENANT DEFEASANCE OF NOTES
               OF ANY SERIES .........................................................    59

ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS .....    62

SECTION 14.01  INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS ......................    62

ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS .............................................    62

SECTION 15.01  BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND HOLDERS ...............    62
SECTION 15.02  PROVISIONS BINDING ON COMPANY'S SUCCESSORS ............................    62
SECTION 15.03  ADDRESSES FOR NOTICES, ETC ............................................    62
SECTION 15.04  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT ......................    62
</TABLE>

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<TABLE>
<S>                                                                                       <C>
SECTION 15.05  LEGAL HOLIDAYS ........................................................    63
SECTION 15.06  TRUST INDENTURE ACT TO CONTROL ........................................    63
SECTION 15.07  EXECUTION IN COUNTERPARTS .............................................    63
SECTION 15.08  NEW YORK CONTRACT .....................................................    63
SECTION 15.09  SEVERABILITY OF PROVISIONS ............................................    64
SECTION 15.10  COMPANY RELEASED FROM INDENTURE REQUIREMENTS UNDER CERTAIN
               CIRCUMSTANCES .........................................................    64
</TABLE>

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EXHIBITS
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                                                                           Page
                                                                           ----

Exhibit A      Form of Face of Book-Entry Note .........................   A-1
Exhibit B      Form of Issuance Order ..................................   B-2

                                       v

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     THIS INDENTURE dated as of _____________, 2002, between JOHN HANCOCK LIFE
INSURANCE COMPANY, a stock life insurance company duly organized and existing
under the laws of the Commonwealth of Massachusetts (hereinafter sometimes
called the "Company"), and JPMORGAN CHASE BANK, a New York banking corporation,
as trustee hereunder (hereinafter sometimes called the "Trustee," which term
shall include any successor trustee appointed pursuant to Article Seven).

                                   WITNESSETH:

     WHEREAS, the Company deems it necessary to issue from time to time for its
lawful purposes its unsecured debentures, notes or other evidences of
indebtedness (hereinafter called the "Notes", and, unless otherwise specified in
connection with the issuance of a particular series of Notes, referred to for
marketing purposes as "SignatureNotes(SM)") and has duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Notes in one or more series, and, within a series, in one or more Tranches (as
defined below), unlimited as to principal amount, to bear such rates of
interest, to mature at such time or times and to have such other provisions as
shall be fixed as hereinafter provided; and

     WHEREAS, all acts and things necessary to constitute this Indenture a valid
agreement of the Company according to its terms, have been done and performed;

     NOW, THEREFORE: In order to declare the terms and conditions upon which the
Notes are authenticated, issued and delivered, and in consideration of the
premises, of the purchase and acceptance of the Notes by the holders thereof and
of the sum of one dollar to it duly paid by the Trustee at the execution of
these presents, the receipt whereof is hereby acknowledged, the Company
covenants and agrees with the Trustee, for the equal and proportionate benefit
of the respective holders from time to time of the Notes or, to the extent
applicable, particular series or Tranches thereof, as follows:

                                   ARTICLE ONE
                                   DEFINITIONS

     SECTION 1.01   DEFINITIONS. The terms defined in this Section (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture which are defined in the Trust Indenture Act of 1939 or
which are by reference therein defined in the Securities Act of 1933, as
amended, shall have the meanings (except as herein otherwise expressly provided
or unless the context otherwise clearly requires) assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of this
Indenture as originally executed. The words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Indenture as a whole, including
the Exhibits to this instrument, and not to any particular Article, Section or

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other subdivision. Certain terms used wholly or principally within an Article of
this Indenture may be defined in that Article.

     ADDITIONAL AMOUNTS: The term "Additional Amounts" shall have the meaning
given such term in Section 4.01.


     AMORTIZED FACE AMOUNT: The term "Amortized Face Amount" shall mean, with
respect to any Discount Note, the amount equal to the sum of its Issue Price
plus the original issue discount amortized using the "interest method" (computed
in accordance with GAAP in effect on the date as of which such amount is
calculated) from the Issue Date to the date as of which such amount is
calculated.

     AUTHORIZED OFFICER: The term "Authorized Officer" shall mean the Company's
Chief Financial Officer, the Company's Treasurer or any senior officer of the
Company's Guaranteed and Structured Financial Products Group identified in a
certificate signed by the Company's Chief Financial Officer or Treasurer and
delivered to the Trustee in accordance with Section 2.04.

     BOARD OF DIRECTORS: The term "Board of Directors" shall mean the Board of
Directors of the Company.

     BOARD RESOLUTIONS: The term "Board Resolution" shall mean a resolution
certified by the Secretary or Assistant Secretary of the Company to have been
duly adopted by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

     BOOK-ENTRY NOTE: The term "Book-Entry Note" shall have the meaning given
such term in Section 2.03.

     BUSINESS DAY: The term "Business Day" shall mean, with respect to any Note,
unless such Note shall otherwise provide, any day other than a Saturday or
Sunday that meets the following applicable requirement: such day is not a day on
which banking institutions are authorized or required by law, regulation or
executive order to be closed in the City of New York.

     COMPANY: The term "Company" shall mean the person named as the "Company" in
the first paragraph of this instrument until a successor corporation shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor corporation.

     COMPANY ORDER: The term "Company Order" shall mean any request, order or
confirmation of the Company signed by an Authorized Officer, which may be
transmitted by telecopy or in writing.

     CONSOLIDATED NET TANGIBLE ASSETS: "Consolidated Net Tangible Assets" means
at any date, the total assets appearing on the most recently prepared quarterly
consolidated balance sheet of the Company and its Subsidiaries, prepared in
accordance with GAAP, less each of the following as shown on such balance sheet:
(a) all short-term debt, dividends payable to

                                       2

<PAGE>

policyholders and unpaid claims and any claim expense reserve; (b) all goodwill,
tradenames, trademarks, licenses, patents and copyrights, (c) all deferred
policy acquisition costs, and (d) all assets allocated to separate accounts.

     CORPORATE TRUST OFFICE: The term "Corporate Trust Office" shall mean the
office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the date of original
execution of the Indenture is located at 450 West 33/rd/ Street, 15/th/ Floor,
New York, NY 10001, Attention: Institutional Trust Services.

     CORPORATION: The term "corporation" shall include corporations,
associations, companies and business trusts.

     CUSIP NUMBER: The term "CUSIP number" shall include all of the series of
identification numbers obtained by the Company from the CUSIP Service Bureau of
Standard & Poor's Corporation for assignment to Global Notes representing
Book-Entry Notes.

     DEPOSITARY: The term "Depositary" shall mean, with respect to the Notes of
any series or Tranche within a series issuable or issued in whole or in part in
the form of one or more Global Notes, the Person designated as Depositary by the
Company pursuant to Section 2.01 until a successor Depositary shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, "Depositary"
as used with respect to the Notes of any such series or Tranche shall mean the
Depositary with respect to the Notes of that series or Tranche.

     DETERMINATION OF TAX EVENT: The term "Determination of Tax Event" shall
have the meaning given such term in Section 3.03.

     DISCOUNT NOTES: The term "Discount Notes" shall mean any Notes which are
initially sold at a discount from the principal amount thereof and which provide
upon an Event of Default for declaration of an amount less than the principal
amount thereof to be due and payable upon acceleration thereof.

     EVENT OF DEFAULT: The term "Event of Default" shall mean any event
specified as such in Section 6.01.

     FUNDING AGREEMENT: The term "Funding Agreement" means a "funding agreement"
as defined under the insurance laws of the Commonwealth of Massachusetts,
between the Company and the Trustee, as funding agreement holder, constituting
an irrevocable obligation of the Company to make the payments required under
such agreement to the Trustee on the dates specified in such agreement, which
obligation, under such insurance laws, is, in the event of the Company's
insolvency, on a parity with the Company's obligation to make payments on its
insurance policies and senior to the Company's obligation to make payments to
its general unsecured creditors.

                                       3

<PAGE>

     GAAP: The term "GAAP" means generally accepted accounting principles,
consistently applied.

     GLOBAL NOTE: The term "Global Note" shall have the meaning given such term
in Section 2.06.

     GUARANTEE: The term "Guarantee" means any obligation, contingent or
otherwise, of the Company directly or indirectly guaranteeing any indebtedness
of any other Person that would constitute Indebtedness if incurred by the
Company, if entered into for the purpose of assuring in any manner the obligee
of such indebtedness of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part); provided that the term
"Guarantee" shall not include endorsements for collection or deposit in the
ordinary course of business. The term "Guarantee" used as a verb or "Guaranteed"
used as an adjective shall have a corresponding meaning.

     HOLDER: The terms "holder," when used with respect to any Note, and
"Noteholder," "holder of Notes," or other similar terms, when used with respect
to any Note, shall mean the person in whose name the Note is registered in the
Note Register.

     INDEBTEDNESS: The term "Indebtedness" means at any date, without
duplication, (i) all obligations of the Company for borrowed money evidenced by
bonds, debentures, notes or other similar instruments, (ii) all obligations of
the Company to pay the deferred purchase price of property or services, except
trade accounts payable arising in the ordinary course of business, (iii) all
obligations of the Company as a lessee which are capitalized in accordance with
GAAP, (iv) all non-contingent obligations of the Company to reimburse any bank
or other Person in respect of amounts paid under a letter of credit or similar
instruments, (v) all indebtedness of others which would be Indebtedness if
incurred by the Company, if such indebtedness is secured by a Lien on the
Company's general assets, whether or not such indebtedness is assumed by the
Company, (vi) any Guarantee by the Company of indebtedness of others which would
be Indebtedness if incurred directly by the Company, and (vii) all redeemable
preferred stock issued by the Company other than any such preferred stock
redeemable at the sole option of the Company; provided that the term
Indebtedness shall not include (y) obligations for which recourse for payment is
limited to specified assets of a Person or (z) obligations of a Person which is
an insurance company (1) which arise in connection with policies or contracts of
insurance, reinsurance, guaranteed investment contracts, funding agreements and
other similar contracts entered into in the ordinary conduct of such Person's
insurance business or (2) to the extent that recourse for the payment of such
obligations is limited to assets held in separate accounts of such Person.

     INDENTURE: The term "Indenture" shall mean this instrument as originally
executed as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof. The term "Indenture" also shall include the terms of
particular series of Notes or Tranche within a series of Notes established as
contemplated by Section 2.01.

                                       4

<PAGE>

     INTEREST PAYMENT DATE: The term "Interest Payment Date," when used with
respect to any Note, means the Stated Maturity of an installment of interest on
such Note.

     ISSUANCE ORDER: The term "Issuance Order" shall mean a Company Order
substantially in the form attached as Exhibit B to this Indenture, specifying
the terms and conditions applicable to a particular series, or Tranche within a
series, of Notes, executed by the Company and acknowledged by the Trustee on or
prior to the Issue Date of such series or Tranche of Notes.

     ISSUE DATE: The term "Issue Date" shall mean, with respect to any Note, the
date such Note is authenticated pursuant to Section 2.06.

     ISSUE PRICE: The term "Issue Price", when used with respect to any Discount
Note, means the price at which such Note was initially sold as of the Issue Date
thereof.

     LIEN: The term "Lien" means, with respect to any asset, any mortgage, lien,
pledge, security interest, charge or encumbrance of any kind in respect of such
asset. The Company shall be deemed to own subject to a Lien any asset which it
has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such asset.

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

     MATURITY DATE: The term "Maturity Date," when used with respect to any
Note, shall mean the Stated Maturity of the principal of such Note.

     NON-UNITED STATES PERSON: The term "Non-United States Person" means any
person who, for United States Federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of
a foreign estate or trust or of a foreign partnership, one or more of the
partners or members of which is a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.

     NOTES: The term "Note" or "Notes" shall have the meaning stated in the
first recital of this Indenture and more particularly means any unsecured
debentures, notes or other evidences of indebtedness of the Company issued,
authenticated and delivered under this Indenture.

     NOTE REGISTER: The term "Note Register" shall have the meaning specified in
Section 2.07.

     OFFICER'S CERTIFICATE: The term "Officer's Certificate" shall mean a
certificate signed by an Authorized Officer.

                                       5

<PAGE>

         OPINION OF COUNSEL: The term "Opinion of Counsel" shall mean an opinion
in writing signed by legal counsel, who may be an employee of or counsel to the
Company or, if reasonably acceptable to the Trustee, other counsel.

         OUTSTANDING:  The term "outstanding," when used with reference to
Notes, shall, subject to the provisions of Section 8.04, mean, as of any
particular time, all Notes authenticated and delivered by the Trustee under this
Indenture, except

             (a)   Notes theretofore cancelled by the Trustee or delivered to
         the Trustee for cancellation;

             (b)   Notes, or portions thereof, for the payment or redemption of
         which moneys in the necessary amount shall have been deposited in trust
         with the Trustee or with any Paying Agent (other than the Company) or
         shall have been set aside and segregated in trust by the Company (if
         the Company shall act as its own Paying Agent), provided, that if such
         Notes are to be redeemed prior to the maturity thereof, notice of such
         redemption shall have been given as in Article Three provided, or
         provision satisfactory to the Trustee shall have been made for giving
         such notice; and

             (c)   Notes paid or in lieu of and in substitution for which other
         Notes shall have been authenticated and delivered pursuant to the terms
         of Section 2.08, unless proof satisfactory to the Trustee is presented
         that any such Notes are held by bona fide holders in due course.

         PARTICIPANT: The term "Participant" shall mean the person or persons
designated by beneficial owners of Book-Entry Notes to act as agent or agents
for such owners in connection with the book-entry system maintained by the
Depositary.

         PAYING AGENT: The term "Paying Agent" shall mean, initially, JPMorgan
Chase Bank, as set forth in Section 4.02, and subsequently, any other paying
agent appointed by the Company from time to time in respect of the Notes.

         PERMITTED COLLATERALIZATION ASSETS: The term "Permitted
Collateralization Assets" shall mean assets pledged to secure Permitted
Collateralization Obligations.

         PERMITTED COLLATERALIZATION OBLIGATION: The term "Permitted
Collateralization Obligation" shall mean any obligation relating to real estate
mortgage investment conduits ("REMICs"), pass-through obligations,
collateralized mortgage obligations, collateralized bond obligations or similar
instruments, except an obligation of the Company or any Subsidiary (excluding
any Subsidiary that is the issuer of the REMIC, pass-through obligation,
collateralized mortgage obligation, collateralized bond obligation or similar
instrument) to the extent that such obligation requires a cash payment by the
Company or such Subsidiary, recourse for the payment of which is not limited to
specific assets of the Company or such Subsidiary (excluding any obligation of
the Company or such Subsidiary (i) to make advances in connection with the
servicing

                                       6

<PAGE>

of such REMIC, pass-through obligation, collateralized mortgage obligation,
collateralized bond obligation or similar instrument or (ii) to repurchase
collateral).

         PERMITTED SECURED INDEBTEDNESS:  The term "Permitted Secured
Indebtedness" shall mean any Secured Indebtedness described below:

         (i)    Secured Indebtedness secured by a Lien on any asset of the
Company, if the Secured Indebtedness was incurred or assumed for the purpose of
financing all or any part of the cost of the acquisition, construction or
improvement of such asset and if such Lien existed prior to the acquisition of
such asset or attaches to such asset concurrently or within 90 days after the
acquisition or commencement of construction or improvement thereof;

         (ii)   Secured Indebtedness secured by a Lien on any asset of a
corporation or other entity if such Secured Indebtedness and such Lien are in
existence at the time such corporation or other entity is merged or consolidated
with or into, or substantially all of the assets of such corporation or other
entity are transferred to, the Company, or substantially all of the assets of
the Company are transferred to such corporation or other entity, provided such
Secured Indebtedness and Lien were not incurred in contemplation of such
transaction;

         (iii)  Secured Indebtedness secured by a Lien on any asset which Lien
was in existence at the time the applicable asset was acquired by the Company,
provided such Lien was not incurred in contemplation of such acquisition;

         (iv)   Secured Indebtedness secured by a Lien on any asset of the
Company, if recourse on such Secured Indebtedness is limited to such asset;

         (v)    Secured Indebtedness arising out of the refinancing, extension,
renewal or refunding of any Indebtedness permitted under clause (i), (ii), (iii)
or (iv) of this definition, provided such Secured Indebtedness is not increased
and is not secured by any additional assets of the Company;

         (vi)   Secured Indebtedness if the only assets of the Company securing
such Secured Indebtedness are assets held in separate accounts of the Company
and, in the Company's discretion, other assets which are permitted to secure
Permitted Secured Indebtedness under another clause of this definition;

         (vii)  Secured Indebtedness if the only assets of the Company securing
such Secured Indebtedness are Permitted Collateralization Assets and, in the
Company's discretion, other assets which are permitted to secure Permitted
Secured Indebtedness under another clause of this definition;

         (viii) Secured Indebtedness (a) secured by securities loaned by the
Company or (b) arising out of repurchase agreements, reverse repurchase
agreements or swap contracts entered into by the Company, in either case in the
ordinary course of the Company's business;

                                       7

<PAGE>

         (ix)   Secured Indebtedness arising in connection with policies or
contracts of insurance, reinsurance, guaranteed investment contracts, funding
agreements and similar contracts entered into in the ordinary conduct of the
Company's insurance business;

         (x)    Secured Indebtedness secured by a Lien on real property, to the
extent that such Lien consists of easements, rights of way and similar Liens
that do not in the aggregate materially impair the use of such property;

         (xi)   Secured Indebtedness owing from the Company to one or more
Subsidiaries; and

         (xii)  Secured Indebtedness which, when added to the aggregate amount
of all Secured Indebtedness then outstanding (not including in this computation
Secured Indebtedness if the Notes are secured equally and ratably with (or prior
to) such Secured Indebtedness and further not including in this computation any
Secured Indebtedness which is concurrently being retired or any Permitted
Secured Indebtedness under clauses (i) through (xi) hereof), would not exceed
15% of Consolidated Net Tangible Assets.

         PERSON: The term "person" shall mean any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         PLACE OF PAYMENT: The term "Place of Payment," when used with respect
to Notes of any series or Tranche within a series, means the place or places
where the principal of and interest, if any, on the Notes of that series or
Tranche are payable.

         REDEMPTION DATE:  The term "Redemption Date" shall have the meaning
given such term in Section 3.01.

         REGULAR RECORD DATE: The term "Regular Record Date" for the interest
payable on any Interest Payment Date on the Notes of any series or Tranche
within a series means the date specified for that purpose as contemplated by
Sections 2.01 and 2.03.

         RESPONSIBLE OFFICER: The term "responsible officer" when used with
respect to the Trustee shall mean any officer within the Corporate Trust Office
including any Vice President, Managing Director, Assistant Vice President, Trust
Officer, Senior Trust Officer, Secretary, Assistant Secretary or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of such officer's knowledge and familiarity with the particular
subject.

         SECURED INDEBTEDNESS:  "Secured Indebtedness" means Indebtedness of the
Company which is secured by any Lien upon any asset of the Company.

                                       8

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         SETTLEMENT DATE: The term "Settlement Date" shall mean the date of
delivery of an authenticated Note against receipt of immediately available funds
by the Company in payment for such Note.

         SIGNATURENOTES(SM):  The term "SignatureNotes(SM)" shall mean Notes
issued pursuant to this Indenture and bearing such name.

         STATED MATURITY: The term "Stated Maturity", when used with respect to
any Note or any installment of principal thereof or interest thereon, means the
date specified in such Note as the date on which the principal of such Note or
such installment of principal or interest is due and payable.

         SUBSIDIARY: The term "Subsidiary" means any corporation or other entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by the Company.

         SURVIVOR'S OPTION: The term "Survivor's Option" means, where
applicable, the right of a holder of a Note to require the Company to repay such
Note prior to its Maturity Date upon the death of the owner of such Note.

         SURVIVOR'S OPTION BLACKOUT PERIOD: The term "Survivor's Option Blackout
Period" means, where applicable, the period, commencing on the Issue Date of any
Note and ending on the date specified in Section 3.02 or in any Issuance Order
or supplemental indenture applicable to a series, or Tranche within a series, of
Notes, within which a Survivor's Option may not be exercised with respect to a
Note of the applicable series or Tranche.

         TRANCHE: The term "Tranche" means all Notes of a series bearing the
same terms, including the same Settlement Date, Maturity Date, interest rate,
Interest Payment Dates, Redemption Date, if any and Survivor's Option provision,
if any.

         TRUST INDENTURE ACT OF 1939: The term "Trust Indenture Act of 1939"
shall mean the Trust Indenture Act of 1939, as amended.

         U.S. DOLLAR:  The term "U.S. Dollar" or "$" means a dollar or other
equivalent unit in such coin or currency of the United States of America as at
the time shall be legal tender for the payment of public and private debts.

         ZERO-COUPON NOTES: The term "Zero-Coupon Notes" shall mean any Discount
Notes on which no interest is to be paid to the Holder prior to the date on
which the principal of such Note is payable.

         SECTION 1.03  NOTICE TO NOTEHOLDERS. Except as otherwise expressly
provided herein, where this Indenture provides for notice to holders of Notes of
any event, such notice shall be sufficiently given if in writing and mailed,
first class, postage prepaid, to each holder at such holder's address as it
appears in the Note Register,

                                       9

<PAGE>

not later than the latest date, and not earlier than the earliest date
prescribed for such notice.

         Neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular holder of a Note shall affect the sufficiency of
such notice with respect to other holders of Notes.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         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 of Notes 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.

                                  ARTICLE TWO
                     EXECUTION, ISSUE AND EXCHANGE OF NOTES.

         SECTION 2.01   AMOUNT UNLIMITED; ISSUABLE IN SERIES AND TRANCHES. Upon
the execution of this Indenture, or from time to time thereafter, Notes up to
the aggregate principal amount authorized by or pursuant to a Board Resolution
may be executed and delivered by the Company. Notes will be delivered to the
Trustee for authentication, after execution by the Company, and the Trustee
shall thereupon authenticate and deliver said Notes to or upon the written order
of the Company, as provided in an Issuance Order, without any further action by
the Company, but subject to the provisions of Section 2.06.

         The Notes may be issued in one or more series, and, within each series,
in one or more Tranches. The aggregate principal amount of Notes of all series
which may be authenticated and delivered and outstanding under this Indenture is
not limited. The Notes of a particular series may be issued up to the aggregate
principal amount of Notes for such series from time to time authorized by or
pursuant to a Company Order or a supplemental indenture; provided that the
aggregate principal of Notes Outstanding shall not exceed the amount authorized
from time to time by Board Resolution. Unless otherwise specified in a Company
Order or a supplemental indenture, the aggregate principal amount of Notes of a
Tranche within a series which may be authenticated and delivered and outstanding
under this Indenture is not limited; provided that the aggregate principal of
outstanding Notes of such series shall not exceed the amount authorized from
time to time for such series.

         There shall be established and set forth, or determined in the manner
provided, in one or more Issuance Orders or supplemental indentures, prior to
the issuance of Notes of a series (or, in the case of a series with multiple
Tranches, prior to the issuance of Notes of the applicable Tranche):

                                       10

<PAGE>

         (1) the designation of the series of the Notes (which shall distinguish
the Notes of such series from all other Notes);

         (2) any limit upon the aggregate principal amount of the Notes of the
series, or of any Tranche within the series, which may be authenticated and
delivered under this Indenture (except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes
of the series or Tranche pursuant to Section 2.07, 2.08, 3.01 or 10.04);

         (3) the date or dates on which the principal of the Notes of the
series, or Tranche within the series, is payable (which date shall not be less
than nine months from the Issue Date of the applicable Notes);

         (4) the rate at which Notes of the series, or Tranche within the
series, shall bear interest, if any, the Interest Payment Dates on which such
interest shall be payable (if other than those specified in Section 4.01), the
date from which interest shall accrue on such Notes (if other than the Issue
Date) and the Regular Record Date for the determination of holders of such Notes
to whom interest is payable on any Interest Payment Date (if other than the
Regular Record Date specified in Section 4.01);

         (5) if applicable, the place or places (in addition to such place or
places specified in this Indenture) where the principal of and interest, if any,
on Notes of the series, or Tranche within the series, shall be payable;

         (6) the right, if any, of the Company to redeem Notes, in whole or in
part, at its option or upon the occurrence of a Determination of Tax Event and
the period or periods within which, the price or prices at which, and the terms
and conditions upon which, Notes of the series, or Tranche within the series,
may be redeemed pursuant to any sinking fund or otherwise;

         (7) the obligation, if any, of the Company to redeem, purchase or repay
Notes of the series, or Tranche within the series, pursuant to any mandatory
redemption sinking fund or analogous provisions or at the option of a holder
thereof pursuant to the Survivor's Option (and, if a purchase obligation upon
exercise of a Survivor's Option is provided for, (i) if the Survivor's Option
Blackout Period is different for Notes of such series, or Tranche within the
series, than the Survivor's Option Blackout Period specified in Section 3.02,
the applicable Survivor's Option Blackout Period, if any, (ii) any Annual Put
Limitation established in accordance with Section 3.02, and (iii) any Individual
Put Limitation established in accordance with Section 3.02), and the period or
periods within which, the price or prices at which, and the terms and conditions
upon which, Notes of the series, or Tranche within the series, shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

         (8) the denominations in which Notes of the series, or Tranche within
the series, shall be issuable, if other than $1,000 and integral multiples of
$1,000;

                                       11

<PAGE>

         (9)  if other than 100% of the principal amount, the portion of the
principal amount of Notes of the series, or Tranche within the series, which
shall be payable upon declaration of acceleration of the maturity thereof or
which the Trustee shall be entitled to claim pursuant to Section 6.02;

         (10) if the Notes of the series, or Tranche within the series, shall be
issued in whole or in part in the form of one or more Global Notes, the
Depositary for such Note or Notes;

         (11) if any Global Notes of the series, or Tranche within the series,
are to be issuable initially in temporary form;

         (12) if beneficial owners of interests in any definitive Global Notes
may exchange such interests for Notes of such series and Tranche of any
authorized form and denomination, the circumstances under which and the place or
places where any such exchanges may occur, if other than in the manner provided
in Section 2.07;

         (13) limitations, if any, on the provisions for the defeasance or
covenant defeasance of the Notes of the series, or Tranche within the series,
and any additional terms, provisions, conditions or covenants under this
Indenture that may be subject to covenant defeasance in the case of Notes of
such series or Tranche;

         (14) if the Notes of such series, or Tranche within the series, are to
be issuable in definitive form (whether upon original issue or upon exchange of
a temporary Note of such series or Tranche) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, the form
and terms of such certificates, documents or conditions;

         (15) if any Notes of such series, or Tranche within the series, are to
be issuable in certificated form;

         (16) any trustees, depositories, authenticating or paying agents,
registrars or any other agents with respect to the Notes of such series, or
Tranche within the series, if different from those specified in this Indenture;

         (17) whether Additional Amounts, if any, shall be payable by the
Company with respect to the Notes of such series, or Tranche within the series;

         (18) if other than the period specified in Section 3.01, the period
prior to a Redemption Date within which the Trustee must give notice to the
Holders of Notes of such series, or Tranche within the series, selected for
redemption regarding such selection and Redemption Date; and

         (19) any other terms of the series, or Tranche within the series (which
terms shall not be inconsistent with the provisions of this Indenture).

         All Notes of any one series (or in the case of a series with more than
one Tranche, of any Tranche within the series) shall be substantially identical
except (i) as to

                                       12

<PAGE>

denomination and (ii) as may otherwise be set forth in such Issuance Order or in
any such indenture supplemental hereto.

       SECTION 2.02    FORM OF NOTES. The Notes shall be in the forms referred
to in Section 2.06, in connection with Global Notes, or, with respect to Global
Notes or Notes in certificated form, in such other forms as may be approved by
or pursuant to a Company Order or supplemental indenture hereto. Interest on the
Notes (other than Zero-Coupon Notes) shall be payable monthly, quarterly,
semiannually or annually as set forth in the forms approved from time to time by
or pursuant to a Company Order or a supplemental indenture hereto. Such forms
may have 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 or designation and such
legends or endorsements printed, lithographed or engraved thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Notes may be listed, or to conform to usage.

       The Notes of any series, or Tranche within a series, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers of the Company executing such
Notes as evidenced by their execution of such Notes by manual or facsimile
signature.

       SECTION 2.03    DENOMINATIONS; RECORD DATE. Unless otherwise specified in
an Issuance Order or supplemental indenture, the Notes of each series, or
Tranche within a series, shall be issuable in book-entry form ("Book-Entry
Notes") and represented by one or more Global Notes in registered form without
coupons in denominations of $1,000 or any amount in excess thereof that is an
integral multiple of $1,000.

       The term "Regular Record Date" as used with respect to an Interest
Payment Date (except a date for payment of defaulted interest) shall mean such
day or days as shall be specified in the terms of the Notes of any particular
series, or Tranche within a series, as contemplated by Section 2.01.

       The person in whose name any Note is registered at the close of business
on the Regular Record Date with respect to an Interest Payment Date shall be
entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such Note upon any transfer or exchange
thereof subsequent to such Regular Record Date and prior to such Interest
Payment Date; provided, however, that if and to the extent the Company shall
default in the payment of the interest due on such Interest Payment Date, such
defaulted interest shall be paid to the persons in whose names outstanding Notes
are registered on a subsequent record date established by notice given by mail
by or on behalf of the Company to the holders of Notes of the series, or Tranche
within the series, in default not less than fifteen days preceding such
subsequent record date, such record date to be not less than five days preceding
the date of payment of such defaulted interest.

                                       13

<PAGE>

     Global Notes will be denominated in principal amounts not in excess of
$500,000,000 (or such higher amount as may be permitted, or lower amount as may
be required, by the Depositary). If one or more Book-Entry Notes having an
aggregate principal amount in excess of $500,000,000 (or such higher amount as
may be permitted, or lower amount as may be required, by the Depositary) would,
but for the preceding sentence, be represented by a single Global Note, then one
Global Note will be issued to represent each $500,000,000 (or such higher amount
as may be permitted, or lower amount as may be required, by the Depositary)
principal amount of such Book-Entry Note or Notes and an additional Global Note
will be issued to represent any remaining principal amount of such Book-Entry
Note or Notes. In such case, each of the Global Notes representing such
Book-Entry Note or Notes shall be assigned the same CUSIP number.

     SECTION 2.04  EXECUTION AND DELIVERY OF NOTES. The Notes shall be signed on
behalf of the Company by an Authorized Officer, under its corporate seal. Such
signature may be the manual or facsimile signature of the present or any future
such officer. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Notes.

     Only such Notes as shall bear thereon a certificate of authentication
substantially in the form hereinbelow recited, executed by the Trustee by manual
signature of one of its authorized officers, shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate
upon any Note shall be conclusive evidence that the Note so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

     In case any officer of the Company who shall have signed any of the Notes
shall cease to be such officer before the Note so signed shall be authenticated
and delivered by the Trustee or the Company or disposed of by the Company, such
Note nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Note had not ceased to be such officer of the
Company; and any Note may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Note, shall be the proper officers
of the Company, although at the date of the execution of this Indenture any such
person was not such officer.

     Within five days after the execution and delivery of this Indenture, but no
later than the date of first issuance of Notes hereunder, the Company shall
deliver to the Trustee an Officer's Certificate as to the incumbency and
specimen signatures of Authorized Officers, who shall be authorized to execute
Notes and to give Company Orders under this Indenture and, as long as Notes are
outstanding under this Indenture, shall deliver a similar Officer's Certificate
within five days after any change in the officers so authorized. The Trustee may
conclusively rely on the documents delivered pursuant to this Section and
Sections 2.01, 2.02 and 2.06 hereof (unless revoked by superseding comparable
documents) as to the authorization of the Board of Directors of any Notes
delivered hereunder, the legality, binding effect and enforceability thereof and
the form and terms thereof, and as to the authority of the instructing officers
referred to in this Section so to act.

                                       14

<PAGE>

     SECTION 2.05  FORM OF CERTIFICATE OF AUTHENTICATION. The certificate of
authentication as to Notes of any series shall be in substantially the following
form:


                     [FORM OF CERTIFICATE OF AUTHENTICATION]

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

                                        ____________________________, as Trustee

                                        By:  __________________________________
                                             Authorized Officer

     SECTION 2.06  AUTHENTICATION AND DELIVERY OF NOTES. At any time and from
time to time after the execution and delivery of this Indenture, the Company may
deliver certificated Notes or global Notes, without interest coupons ("Global
Notes") of any series executed by the Company to the Trustee for authentication
by the Trustee together with an Issuance Order for the authentication and
delivery of such Notes, and the Trustee shall authenticate and deliver such
Notes in accordance with such Issuance Order. A Company Order may specify that
written instructions to the Trustee as to the authentication and delivery of
Notes may be given on behalf of the Company by any person designated in such
Company Order, and the Trustee may conclusively rely on any such instructions as
if given by the Company until such authorization is expressly revoked by a
subsequent Company Order. The Company Order may specify such other procedures as
shall be acceptable to the Trustee for the authentication and delivery from time
to time of Notes of a series that are not to be originally issued at one time (a
"Periodic Offering"). If the form or terms of the Notes of the series, or
Tranche within the series, have been established by or pursuant to one or more
Board Resolutions or Issuance Orders as permitted by Sections 2.01 and 2.02, in
authenticating such Notes, and accepting the additional responsibilities under
this Indenture in relation to such Notes, the Trustee shall be entitled to
receive, and (subject to Section 7.01) shall be fully protected in relying upon,
an Opinion of Counsel stating:

     (1) that such form has been established in conformity with the provisions
of this Indenture;

     (2) that such terms have been, or in the case of Notes of a series offered
in a Periodic Offering, will be, established in conformity with the provisions
of this Indenture, subject, in the case of Notes of a series offered in a
Periodic Offering, to any conditions specified in such Opinion of Counsel; and

     (3) that such Notes, 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

                                       15

<PAGE>

transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

     If such form or terms have been so established, the Trustee shall not be
required to authenticate such Notes if the issue of such Notes pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Notes and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee or if the terms of such Notes are not administratively
acceptable to the Trustee.

     Notwithstanding any contrary provisions of Section 2.01 or 2.02 or this
Section 2.06, if all Notes of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Opinion of Counsel otherwise
required upon the authentication of each Note of such series if such Opinion of
Counsel is delivered at or prior to the authentication upon original issuance of
the first Note of such series to be issued.

     With respect to Notes of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such Notes,
the form and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the Opinion of Counsel and the other documents
delivered pursuant to Sections 2.01 and 2.02 and this Section, as applicable, in
connection with the first authentication of Notes of such series.

     Each Note shall be dated the date of its authentication.

     Subject to the provisions of Section 2.03, all Book-Entry Notes of the same
series and Tranche will be represented by one or more Global Notes, which shall
be substantially in the form of Exhibit A hereto. Each Global Note will be dated
and issued as of the date of its authentication by the Trustee. Each Global Note
will bear an Issue Date, which will be (i) with respect to an original Global
Note (or any portion thereof), its original issuance date (which will be the
Settlement Date for the Book-Entry Notes represented by such Global Note) and
(ii) with respect to any Global Note (or portion thereof) issued subsequently
upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global
Note, the most recent Interest Payment Date to which interest has been paid or
duly provided for on the predecessor Global Note or Notes (or if no such payment
or provision has been made, the original issuance date of the predecessor Global
Note or Notes), regardless of the date of authentication of such subsequently
issued Global Note. No Global Note shall represent any Note in certificated
form.

     Each Global Note, subject to the provisions of Section 2.03, (i) shall
represent and shall be denominated in an authorized aggregate amount equal to
the aggregate principal amount of the Book-Entry Notes outstanding of such
series and Tranche represented thereby, (ii) shall be registered in the name of
the Depositary for such Notes in global form or the nominee of such Depositary,
(iii) shall be delivered to such Depositary or pursuant to such Depositary's
instruction and (iv) if the Depositary is The Depository Trust Company, shall
bear a legend substantially to the following effect:

                                       16

<PAGE>

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC and any payment is made to Cede & Co.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.

     Each Depositary designated for a Global Note must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934 and any other applicable
statute or regulation. At all reasonable times, Global Notes will be made
available by the Depositary or its custodian for inspection by the Company.

     SECTION 2.07  EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES.
Notwithstanding any other provisions of this Section, unless and until it is
exchanged in whole or in part for the individual Notes represented thereby, in
definitive form, a Global Note may not be transferred except as a whole by the
Depositary for such series, or the applicable Tranche of such series, to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary for such series or Tranche or a nominee of such
successor Depositary.

     If at any time the Depositary of a series or Tranche notifies the Company
that it is unwilling or unable to continue as Depositary for the Book-Entry
Notes of such series or Tranche or if at any time the Depositary for the
Book-Entry Notes of such series or Tranche shall no longer be eligible under
Section 2.06, the Company, by Company Order, shall appoint a successor
Depositary with respect to the Notes of such series or Tranche. If a successor
Depositary for the Notes of such series or Tranche is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company will execute, authenticate and deliver Notes
of such series or Tranche in definitive form in an aggregate principal amount
and like terms and tenor equal to the principal amount of the Book-Entry Note or
Notes in global form representing such series or Tranche in exchange for such
Book-Entry Note or Notes in global form.

     The Company may at any time and in its sole discretion determine that
individual Book-Entry Notes of any series or Tranche issued in global form shall
no longer be represented by a Global Note. In such event the Company will
execute, authenticate and deliver individual certificated Notes of such series
or Tranche in definitive form in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Global Note representing
such series or Tranche in exchange for such Global Note.

     If specified by the Company with respect to a series or Tranche of
Book-Entry Notes, the Depositary for such series or Tranche of Notes may
surrender the Global Note

                                       17

<PAGE>

for such series or Tranche of Notes in exchange in whole or in part for
individual Notes of such series or Tranche in definitive form and of like terms
and tenor on such terms as are acceptable to the Company, the Trustee and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge:

     (a) to the Depositary or to each person specified by such Depositary a new
individual Note or Notes of the same series and Tranche, of authorized
denominations, in aggregate principal amount equal to and in exchange for such
person's beneficial interest in the Global Note; and

     (b) to such Depositary a new Global Note in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global Note
and the aggregate principal amount of the individual Notes delivered to holders
thereof.

     Upon the exchange of a Global Note for Notes in definitive form, such
Global Note shall be cancelled by the Trustee. Certificated Notes issued in
exchange for a Global Note pursuant to this Section shall be registered in such
names and in such authorized denominations as the Depositary for such Global
Note, pursuant to instructions from its direct or indirect Participants or
otherwise, shall instruct the Trustee in writing. The Company shall deliver such
Certificated Notes to the persons in whose names such Notes are so registered or
to the Depositary.

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

     Upon surrender for registration of transfer of any Note of a series at the
office or agency of the Company 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 Notes of the
same series, of any authorized denominations and of like Tranche and aggregate
principal amount.

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

     All Notes issued upon any registration of transfer or exchange of Notes
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same

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<PAGE>

benefits under this Indenture, as the Notes surrendered upon such registration
of transfer or exchange.

     Every Note presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Note 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 Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Notes, other than exchanges
pursuant to Section 3.01 or 10.04 not involving any transfer.

     If the Notes of any series (or of any series and specified Tranche) are to
be redeemed, the Company shall not be required (A) to issue, register the
transfer of or exchange any Notes of that series (or of that series and Tranche,
as the case may be) during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of any such Notes
selected for redemption and ending at the close of business on the day of such
mailing, or (B) to register the transfer of or exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part.

     The beneficial owner of a Book-Entry Note (or one or more indirect
Participants in the Depositary designated by such owner) will designate one or
more Participants in the Depositary to act as agent or agents for such owner in
connection with the book-entry system maintained by the Depositary, and the
Depositary will record in book-entry form, in accordance with instructions
provided by such participants, a credit balance with respect to such beneficial
owner in such Book-Entry Note in the account of such Participants. The ownership
interest of such beneficial owner in such Book-Entry Note will be recorded
through the records of such Participants or through the separate records of such
Participants and one or more indirect participants in the Depositary. None of
the Company, the Trustee nor any agent of the Company or the Trustee will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Note or
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

     Transfers of a Book-Entry Note will be accomplished by book entries made by
the Depositary and, in turn, by Participants (and in certain cases, one or more
indirect participants in the Depositary) acting on behalf of beneficial
transferors and transferees of such Book-Entry Note.

     SECTION 2.08  MUTILATED, DEFACED, DESTROYED, LOST OR STOLEN NOTES. In case
any Note shall at any time become mutilated, defaced, destroyed, lost or stolen,
and such Note shall be delivered to the Trustee or satisfactory evidence of the
destruction, loss, or theft thereof (together with the security and

                                       19

<PAGE>

indemnity hereinafter referred to and such other documents or proof required by
the Company or the Trustee), shall be delivered to the Company and the Trustee,
then the Company shall execute and the Trustee shall authenticate and deliver,
in lieu of or in exchange for such Note, a new Note bearing a number not
contemporaneously outstanding of the same series, form, Settlement Date,
interest rate, denomination, Maturity Date and Interest Payment Dates. In the
case of any mutilated, defaced, destroyed, lost or stolen Note, an indemnity
satisfactory to the Company and the Trustee may be required of the holder of
such Note before a replacement Note will be issued. All expenses (including
taxes and governmental charges and the fees and expenses of the Trustee)
associated with obtaining such indemnity and in issuing the new Note shall be
borne by the holder of the Note so mutilated, defaced, destroyed, lost or
stolen.

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

     Every substituted Note issued pursuant to the provisions of this Section by
virtue of the fact that any Note is destroyed, lost or stolen shall, with
respect to such Note, constitute an additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Note shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

     All Notes shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Notes and shall, to the extent
permitted by law, preclude any and all other rights or remedies, notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

     SECTION 2.09  CANCELLATION. All Notes surrendered for payment, redemption,
registration of transfer, or exchange, as the case may be, shall, if surrendered
to the Trustee, be cancelled and disposed of by it in accordance with its
customary procedures and a certificate of disposition delivered to the Company,
or shall, if surrendered to any Paying Agent, be delivered to the Trustee and
promptly cancelled and disposed of by the Trustee and a certificate of
disposition delivered to the Company, and no Notes shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture.

                                 ARTICLE THREE
                     REDEMPTION OF NOTES; SURVIVOR'S OPTION

     SECTION 3.01  REDEMPTION OF NOTES; APPLICABILITY OF SECTION. Redemption of
Notes of any series, or Tranche within a series, as permitted or required by the
terms thereof shall be made in accordance with such terms and this Section;
provided, however, that if any provision of any series or Tranche of Notes shall

                                       20

<PAGE>

conflict with any provision of this Section, the provision of such series or
Tranche of Notes shall govern.

         The Company shall, at least five (5) Business Days prior (or any
shorter period which the parties hereto may agree in writing) to the latest date
on which notice of redemption may be given by the Trustee, in accordance with
provisions of the next paragraph, for the redemption of Notes of the applicable
series or Tranche on the redemption date specified in such notice from the
Company (a "Redemption Date"), give written notice to the Trustee that the Notes
of such series or Tranche will be redeemed on the applicable Redemption Date. In
the case of a partial redemption, if allowable, such notice shall state the
aggregate principal amount of Notes to be redeemed. Otherwise, such notice shall
state that the entire principal amount of Notes of the series or Tranche to be
redeemed at the time outstanding shall be redeemed. In each case, such notice
shall state the provision of the terms of such Notes under which such redemption
is made, that the conditions precedent, if any, to such redemption have
occurred, shall describe the same and shall state the applicable redemption
price. The Company shall deliver to the Trustee any certificate or notice
required to be so delivered by the terms of the Notes to be redeemed. Notice
given hereunder shall, except in the case of a conditional notice of redemption
described below or as otherwise provided by the terms of the Notes to be
redeemed, be irrevocable. Unless otherwise specified in the applicable Issuance
Order or supplemental indenture, any notice of an optional redemption by the
Company or of a redemption by the Company upon a Determination of Tax Event may
state that the redemption to be effected is conditioned upon the receipt by the
Trustee on or prior to the applicable Redemption Date of moneys sufficient to
pay the principal of and interest on the Notes to be redeemed and that if such
moneys are not so received such notice shall be of no force or effect and such
Notes shall not be required to be redeemed. In the event that such notice of
redemption contains such a condition and moneys sufficient to pay the principal
of and interest on the applicable Notes are not on deposit with the Trustee on
the applicable Redemption Date, the redemption shall not be made and the Trustee
shall within five Business Days thereafter give notice, in the manner in which
the notice of redemption was given, that such moneys were not so received and
that such redemption has been cancelled.


         Upon receipt of notice from the Company that the Notes of a series or
Tranche will be redeemed, the Trustee shall cause notice of such redemption to
be given not less than 30 days nor more than 60 days (or within any other period
specified for such series or Tranche of Notes in the applicable Issuance Order
or supplemental indenture) prior to the applicable Redemption Date in the manner
provided in Section 1.02. Such notice shall specify the date fixed for
redemption and the applicable redemption price, the Place of Payment, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice, that on and after said date interest thereon will cease to accrue
and, if less than all the Notes of a given series or Tranche are to be redeemed,
the identification and, in the case of partial redemptions, the principal
amounts of the particular Notes to be redeemed. In the case of a redemption
pursuant to any provisions of the terms of Notes specifying conditions precedent
to redemption of the Notes of such series, such notice shall also state that the
Company has advised the Trustee that the conditions precedent to such redemption
have occurred and shall describe them, provided that in the case of a

                                       21

<PAGE>

conditional redemption notice described in the preceding paragraph, such notice
shall state that such redemption is subject to the receipt by the Trustee on or
prior to the applicable Redemption Date of moneys sufficient to pay the
redemption price of the Notes. In the case of a partial redemption (if
allowable) pursuant to the terms of the Notes to be redeemed, such notice shall
indicate the serial numbers of the Notes to be redeemed (which shall be selected
by the Trustee by lot or in such other manner as it shall deem appropriate and
fair and which may provide for the selection for redemption of a portion of the
principal amount of any Note; provided that the unredeemed portion of the
principal amount of any Note shall be in an authorized denomination (which shall
not be less than the minimum authorized denomination) for such Note). Otherwise,
such notice shall state that the entire principal amount of the Notes of the
series or Tranche to be redeemed at the time outstanding shall be redeemed.

         The Trustee shall promptly send a copy of the notice of redemption
issued pursuant to this Section 3.01 to the Company, each other Paying Agent,
and the Depositary.

         SECTION 3.02  SURVIVOR'S OPTION. If so specified in any Issuance Order
applicable to a Note, the Representative (as defined below) of the beneficial
owner of such Note shall have the option to elect repayment of such Note (or a
portion thereof) in the event of the death of the beneficial owner of such Note,
subject however to any Survivor's Option Blackout Period.

         Pursuant to exercise of the Survivor's Option, the Company shall repay
any Note (or portion thereof) properly tendered to the Trustee for repayment by
or on behalf of the person (the "Representative") that has authority to act on
behalf of the deceased owner of the beneficial interest in such Note under the
laws of the appropriate jurisdiction (including, without limitation, the
personal representative, executor, surviving joint tenant or surviving tenant by
the entirety of such deceased beneficial owner) at a price equal to 100% of the
principal amount of the beneficial interest of the deceased owner in such Note
plus accrued interest to the date of such repayment (or at a price equal to the
Amortized Face Amount for Discount Notes and Zero-Coupon Notes on the date of
such repayment), subject to the following limitations. The Company may, in its
sole discretion, limit the aggregate principal amount of Notes as to which
exercises of the Survivor's Option shall be accepted in any calendar year (the
"Annual Put Limitation") to one percent (1%) of the outstanding principal amount
of the Notes subject to the Survivor's Option as of the end of the most recent
fiscal year, but not less than $1,000,000 in any such calendar year, or such
greater amount as the Company in its sole discretion may determine for any
calendar year, and may limit to $200,000, or such greater amount as the Company
in its sole discretion may determine for any calendar year, the aggregate
principal amount of Notes (or portions thereof) as to which exercise of the
Survivor's Option will be accepted in such calendar year with respect to any
individual deceased owner of beneficial interests in such Notes (the "Individual
Put Limitation"). Moreover, the Company shall not make principal repayments
pursuant to exercise of the Survivor's Option in amounts that are less than
$1,000 or that are not integral multiples of $1,000, and, in the event that the
limitations described in the preceding sentence would result in the partial
repayment of any Note, the principal

                                       22

<PAGE>

amount of such Note remaining outstanding after repayment must be at least
$1,000. The Survivor's Option shall not be exercisable during a Survivor's
Option Blackout Period that, unless otherwise provided in an Issuance Order or
supplemental indenture applicable to the Note, shall end on the first
anniversary of the date of issuance of a Note. Any Note (or portion thereof)
tendered pursuant to exercise of the Survivor's Option may not be withdrawn
unless the Note (or portion thereof) is not accepted on account of the Annual
Put Limitation or the Individual Put Limitation.

         Each Note (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor's Option shall be accepted promptly in the order all
such Notes are tendered, except for any Note (or portion thereof) the acceptance
of which would contravene (i) the Annual Put Limitation, if applied, or (ii) the
Individual Put Limitation, if applied, with respect to the relevant individual
deceased owner of beneficial interests therein. If, as of the end of any
calendar year, the aggregate principal amount of Notes (or portions thereof)
that have been accepted pursuant to exercise of the Survivor's Option during
such year has not exceeded the Annual Put Limitation, if applied, for such year,
any exercise(s) of the Survivor's Option with respect to Notes (or portions
thereof) not accepted during such calendar year because such acceptance would
have contravened the Individual Put Limitation, if applied, with respect to an
individual deceased owner of beneficial interests therein shall be accepted in
the order all such Notes (or portions thereof) were tendered, to the extent that
any such exercise would not trigger the Annual Put Limitation for such calendar
year. Any Note (or portion thereof) accepted for repayment pursuant to exercise
of the Survivor's Option shall be repaid no later than the first Interest
Payment Date for such Note that occurs 20 or more calendar days after the date
of such acceptance or, in the case of Zero-Coupon Notes, as set forth in the
applicable Issuance Order or supplemental indenture. Each Note (or any portion
thereof) tendered for repayment that is not accepted in any calendar year due to
the application of the Annual Put Limitation or the Individual Put Limitation
shall be deemed to be tendered in the following calendar year in the order in
which all such Notes (or portions thereof) were originally tendered, unless any
such Note (or portion thereof) is withdrawn by the Representative for the
deceased owner. In the event that a Note (or any portion thereof) tendered for
repayment pursuant to valid exercise of the Survivor's Option is not accepted,
the Trustee shall deliver a notice by first-class mail to the Representative who
tendered such Note for repayment, at the address identified by the
Representative in connection with such tender, or in the case of a tender by a
Representative that has not made such Representative's mailing address known to
the Trustee, to the registered holder of the applicable Note at its last known
address as indicated in the Note Register, or in the case of Notes represented
by a Global Note, to the broker or other entity through which the beneficial
interest in the Note is held by the deceased owner, which notice states the
reason such Note (or portion thereof) has not been accepted for payment. The
Representative may withdraw the tender of a Note (but only with respect to any
portion of such Note that was not paid because of the application of the Annual
Put Limitation or the Individual Put Limitation) prior to the earlier of (i) the
date that is 90 days from the date of delivery by the Trustee of the foregoing
notice of non-acceptance of the tender of a Note (or any portion thereof) or
(ii) the Regular Record Date for the next scheduled Interest Payment Date, if
any, on the Note.

                                       23

<PAGE>

         Subject to the foregoing, in order for a Survivor's Option to be
validly exercised with respect to any Note (or portion thereof), the Trustee
must receive from the Representative of the deceased owner (i) a written request
for repayment signed by the Representative, and such signature must be
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc. (the "NASD") or a
commercial bank or trust company having an office or correspondent in the United
States, (ii) tender of the Note (or portion thereof) to be repaid, (iii)
appropriate evidence satisfactory to the Trustee and the Company that (A) the
Representative has authority to act on behalf of the deceased beneficial owner,
(B) the death of such beneficial owner has occurred and (C) the deceased was the
owner of a beneficial interest in such Note at the time of death, (iv) if
applicable, a properly executed assignment or endorsement, and (v) if the
beneficial interest in such Note is held by a nominee of the deceased beneficial
owner, a certificate or letter satisfactory to the Trustee from such nominee
attesting to the deceased's ownership of a beneficial interest in such Note. All
questions as to the eligibility or validity of any exercise of the Survivor's
Option will be determined by the Company, in its sole discretion, which
determination shall be final and binding on all parties.

         The death of a person owning a Note in joint tenancy or tenancy by the
entirety with another or others shall be deemed the death of the holder of the
Note, and the entire principal amount of the Note so held shall be subject to
repayment, together with interest accrued thereon to the repayment date. The
death of a person owning a Note by tenancy in common shall be deemed the death
of a holder of a Note only with respect to the deceased holder's interest in the
Note so held by tenancy in common; except that in the event a Note is held by
husband and wife as tenants in common, the death of either shall be deemed the
death of the holder of the Note, and the entire principal amount of the Note so
held shall be subject to repayment. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial interests of
ownership of a Note, shall be deemed the death of the holder thereof for
purposes of this provision, regardless of the registered holder, if such
beneficial interest can be established to the satisfaction of the Trustee and
the Company. Such beneficial interest shall be deemed to exist in typical cases
of nominee ownership, ownership under the Uniform Gifts to Minors Act, the
Uniform Transfers to Minors Act, community property or other joint ownership
arrangements between a husband and wife and trust arrangements where one person
has substantially all of the beneficial ownership interest in the Note during
his or her lifetime.

         For Notes represented by a Global Note, the Depositary or its nominee
shall be the holder of such Note and therefore shall be the only entity (either
directly or through its Participants) that can exercise the Survivor's Option
for such Note. To obtain repayment pursuant to exercise of the Survivor's Option
with respect to such Note, the Representative must provide to the broker or
other entity through which the beneficial interest in such Note is held by the
deceased owner (i) the documents described in clauses (i) and (iii) of the
second preceding paragraph and (ii) instructions to such broker or other entity
to notify the Depositary of such Representative's desire to obtain repayment

                                       24

<PAGE>

pursuant to exercise of the Survivor's Option. Such broker or other entity shall
provide to the Trustee (A) the documents received from the Representative
referred to in clause (i) of the preceding sentence, (B) a certificate or
letter satisfactory to the Trustee from such broker or other entity stating that
it represents the deceased beneficial owner, (C) a detailed description of the
Note, including CUSIP number, coupon rate, if any, and Maturity Date; (D) the
deceased's social security number and (E) a written request for repayment signed
by such broker or other entity. Such broker or other entity shall be responsible
for disbursing any payments it receives pursuant to exercise of the Survivor's
Option to the appropriate Representative.

         SECTION 3.03  REDEMPTION FOR TAX REASONS. If so specified in any
Issuance Order applicable to a series, or Tranche within a series, of Notes, the
Notes of such series or Tranche may be redeemed, as a whole but not in part, at
the option of the Company at any time, upon notice to the Trustee and the
holders of the Notes in accordance with the provisions of Section 3.01 at a
redemption price equal to 100% of the principal amount (or Amortized Face Amount
in the case of a Discount Note) of the Notes to be redeemed together with
accrued interest thereon to the Redemption Date, upon the occurrence of a
Determination of Tax Event.

         For purposes of this Section 3.03, a "Determination of Tax Event" shall
mean (i) the delivery to the Company of a written opinion of independent legal
counsel of recognized standing, to the effect that as a result of a Tax Event
the Company has become obligated to pay Additional Amounts and (ii) the delivery
to the Trustee of an Officer's Certificate stating that the Company, in its
business judgment, has determined that such obligation cannot be avoided by the
use of reasonable measures available to the Company, not including assignment of
the Notes.

         For purposes of this Section 3.03, a "Tax Event" shall mean the
occurrence of any of the following:

         .     any change in or amendment to the laws (including any regulations
               or rulings promulgated thereunder) of the United States or any
               political subdivision affecting taxation, which becomes effective
               after the Issue Date of the first Note of the applicable series
               or Tranche of Notes;

         .     any change in or amendment to the official application or
               interpretation of the laws (including any regulations or
               rulings promulgated thereunder) of the United States or any
               political subdivision affecting taxation, which change,
               amendment, application or interpretation is announced or
               becomes effective after the Issue Date of the first Note of
               the applicable series or Tranche of Notes; or

         .     any action taken by any taxing authority of the United States or
               any political subdivision affecting taxation which action is
               taken or becomes

                                       25

<PAGE>

               generally known after the Issue Date of the first Note of the
               applicable series or Tranche of Notes, or any commencement of a
               proceeding in a court of competent jurisdiction in the United
               States after such date, whether or not such action was taken or
               such proceeding was brought with respect to the Company or the
               Notes.

                                  ARTICLE FOUR
                           PAYMENT AND PAYING AGENTS.

         SECTION 4.01  PAYMENT OF PRINCIPAL AND INTEREST; PAYMENT OF ADDITIONAL
AMOUNTS. The Company will duly and punctually pay or cause to be paid the
principal of and interest, if any, on each of the Notes at the place, at the
respective times and in the manner provided in the terms of the Notes and in
this Indenture. If so specified in any Issuance Order applicable to a series, or
Tranche within a series, of Notes, the Company will duly and punctually pay or
cause to be paid the Additional Amounts, if any, on each of the Notes at the
place, at the respective times and in the manner provided in the terms of the
Notes and in this Indenture.

         Each Note will bear interest from and including its Issue Date (or from
such other date as may be specified in an Issuance Order or supplemental
indenture hereto) at the rate per annum set forth in such Note and until the
principal amount thereof is paid, or made available for payment, in full. Unless
otherwise specified in the applicable Issuance Order or supplemental indenture,
interest on each Note (other than a Zero-Coupon Note) will be payable either
monthly, quarterly, semi-annually or annually on each Interest Payment Date as
set forth in such Note and at Maturity (or on the date of redemption or
repayment if a Note is repurchased by the Company prior to Maturity pursuant to
mandatory or optional redemption provisions or the Survivor's Option). Interest
will be payable to the person in whose name a Note is registered at the close of
business on the Regular Record Date next preceding each Interest Payment Date;
provided, however, interest payable at Maturity, on a date of redemption or in
connection with the exercise of the Survivor's Option will be payable to the
person to whom principal shall be payable.

         Unless otherwise specified in a Note, any interest on the Notes will be
computed on the basis of a 360-day year of twelve 30-day months.

         Unless otherwise specified in the applicable Issuance Order or
supplemental indenture, the following terms in this paragraph shall apply to
each Note. The Interest Payment Dates for a Note that provides for monthly
interest payments shall be the fifteenth day of each calendar month commencing
in the calendar month that next succeeds the month in which the Note is issued.
In the case of a Note that provides for quarterly interest payments, the
Interest Payment Dates shall be the fifteenth day of each third month,
commencing in the third succeeding calendar month following the month in which
the Note is issued. In the case of a Note that provides for semi-annual interest
payments, the Interest Payment Dates shall be the fifteenth day of each sixth
month, commencing in the sixth succeeding calendar month following the month in
which the Note is issued. In the case of a Note that provides for annual
interest payments, the

                                       26

<PAGE>

Interest Payment Date shall be the fifteenth day of each twelfth month,
commencing in the twelfth succeeding calendar month following the month in which
the Note is issued. Unless otherwise specified in the applicable Issuance Order,
the Regular Record Date with respect to any Interest Payment Date shall be the
first day of the calendar month in which such Interest Payment Date occurs,
except that the Regular Record Date with respect to the final Interest Payment
Date shall be the final Interest Payment Date.

         Each payment of interest on a Note shall include accrued interest from
and including the Issue Date or from and including the last day in respect of
which interest has been paid (or duly provided for), as the case may be, to, but
excluding, the Interest Payment Date, Redemption Date, repayment date or
Maturity Date, as the case may be.

         Promptly after each Regular Record Date with respect to Global Notes,
the Trustee will deliver to the Company and the Depositary a written notice
specifying by CUSIP number the amount of interest (to the extent then
ascertainable) to be paid on each Global Note (other than on an Interest Payment
Date coinciding with the Maturity Date) and the total of such amounts. On such
Interest Payment Date, the Company will pay to the Trustee, and the Trustee in
turn will pay to the Depositary in accordance with procedures agreed to by the
Depositary, such total amount of interest due. All interest payments on a
certificated Note (other than interest due at Maturity) will be made by check
and mailed by the Company to the person entitled thereto as listed on the Note
Register.

         All interest payments on Book-Entry Notes will be paid by the Trustee
to the Depositary in accordance with existing arrangements between the Trustee
and the Depositary. Thereafter, on each Interest Payment Date, the Depositary
will pay, in accordance with its operating procedures then in effect, such
amounts in funds available for immediate use to the respective Participants with
payments in amounts proportionate to their respective holdings in principal
amount of beneficial interest in such Global Note as are recorded in the
book-entry system maintained by the Depositary. Neither the Company nor the
Trustee shall have any direct responsibility or liability for the payment by the
Depositary of the principal of or interest on, the Book-Entry Notes to such
Participants. On or about the first Business Day of each month, the Trustee will
deliver to the Company and the Depositary a written list of principal and
interest (to the extent then ascertainable) to be paid on each Global Note
representing Book-Entry Notes maturing in the following month. The Trustee, the
Company and the Depositary will confirm the amounts of such principal and
interest payments with respect to each Global Note on or about the fifth
Business Day preceding the Maturity Date of such Global Note. On the Maturity
Date, the Company will pay to the Trustee, and the Trustee in turn will pay to
the Depositary, the principal amount of such Global Note, together with interest
due on such Maturity Date.

         Promptly after payment to the Depositary of the principal and interest
due on the final Maturity Date of such Global Note, the Trustee will cancel and
dispose of such Global Note in accordance with Section 2.09 and deliver a
certificate of disposition to the Company. Promptly after payment to the Holder
of the principal and interest due on the final Maturity Date of any certificated
Note, the Trustee will cancel and dispose of such

                                       27

<PAGE>

Note in accordance with Section 2.09 and deliver a certificate of disposition to
the Company. Payment by the Trustee of (i) the principal and interest or
Amortized Face Amount due on any Note on the final Maturity Date of such Note,
or (ii) the principal due on the Redemption Date or repayment date or upon
acceleration of any portion of a certificated Note, together with interest, if
any, due on such principal, shall be made upon presentation and surrender of
such Note by the Holder to the Paying Agent. In the case of any certificated
Note surrendered for payment of less than the entire principal amount of such
Note, the Trustee shall make a notation on such Note of the principal or
Amortized Face Amount of such Note paid on the applicable date on such Note, or
the Company shall issue in exchange for such surrendered Note, and the Trustee
shall authenticate, a replacement Note in a principal amount equal to the
principal amount remaining unpaid after the applicable payment, and the
annotated or replacement Note, as applicable, shall be delivered by the Trustee
to the Holder thereof. Payment by the Trustee of the principal due on any Global
Note at Maturity (other than principal due on the final Maturity Date of such
Note) or on the Redemption Date or repayment date of less than the entire
principal amount of a Global Note, shall be made by the Trustee in accordance
with existing arrangements between the Trustee and the Depositary with respect
to the notation of the reduction in the outstanding principal amount of any
Global Note or the exchange of such Global Note for a replacement Global Note
reflecting such reduced outstanding principal amount.

         The amount of any taxes required under applicable law to be withheld
from any interest payment on a Book-Entry Note will be determined and withheld
by the Participant, indirect participant in the Depositary or other person
responsible for forwarding payments and materials directly to the beneficial
owner of such Note.

         If the Company issues a series, or a Tranche within a series, of Notes
outside of the United States, and the Issuance Order or supplemental indenture
with respect to such series or Tranche of Notes so provides, the Company will
pay to the Holder of any Note of such series or Tranche who is a Non-United
States Person such additional amounts (the "Additional Amounts") as may be
necessary in order that every net payment in respect of the principal or
interest, if any, on such Note, after deduction or withholding by the Company or
any Paying Agent for or on account of any present or future tax, assessment or
governmental charge imposed upon or as a result of such payment by the United
States or any political subdivision or taxing authority thereof or therein
(collectively, "Taxes"), will not be less than the amount provided for in the
Note to be then due and payable before any such deduction or withholding for or
on account of any such Taxes; provided, however, that the foregoing obligation
to pay Additional Amounts shall not apply to:


         (a)   any Taxes which would not have been so imposed but for:


            .  the existence of any present or former connection between the
               Holder (or a fiduciary, settlor, beneficiary, member, or
               shareholder of, or holder of a power over, the Holder, if the
               Holder is an estate, trust, partnership or corporation) and the
               United States, including, without limitation, the

                                       28

<PAGE>

             Holder (or the fiduciary, settlor, beneficiary, member, shareholder
             of, or holder of a power) being or having been a citizen or
             resident or treated as a resident being or having been engaged in a
             trade or business or being or having been present or having or
             having had a permanent establishment in the United States; or

          .  the Holder's present or former status as a personal holding company
             or foreign personal holding company or controlled foreign
             corporation for United States Federal income tax purposes or
             corporation which accumulates earnings to avoid United States
             Federal income tax;

     (b)     any Taxes which would not have been so imposed but for the
presentation by the Holder of the Note for payment on a date more than 10 days
after the date on which such payment became due and payable or the date on which
payment thereof is duly provided for, whichever occurs later;


     (c)     any estate, inheritance, gift, sales, transfer, personal property
or excise tax or any similar Taxes;


     (d)     any Taxes which are payable otherwise than by withholding from
payments in respect of principal of or interest, if any, on any Note;


     (e)     any Taxes imposed on interest received by a Holder or beneficial
owner of a Note who actually or constructively owns 10% or more of the total
combined voting power of all of the Company's classes of stock entitled to vote
within the meaning of Section 871(h)(3) of the Internal Revenue Code of 1986, as
amended;


     (f)     any Taxes imposed as a result of the failure to comply with:


          .  certification, information, documentation, reporting or other
             similar requirements concerning the nationality, residence,
             identity or connection with the United States of the Holder or
             beneficial owner of the Note, if compliance is required by statute,
             or by regulation of the United States Treasury Department, as a
             precondition to relief or exemption from such Taxes (including
             backup withholding); or


          .  any other certification, information, documentation, reporting or
             other similar requirements under United States income tax laws or
             regulations that would establish entitlement to otherwise
             applicable relief or exemption from such Taxes;


     (g)     any Taxes required to be withheld by any Paying Agent from any
payment of the principal of or interest, if any, on any

                                       29


<PAGE>

Note, if such payment can be made without such withholding by at least one other
Paying Agent; or


         (h)   any combination of items (a), (b), (c), (d), (e), (f) or (g),


nor will such Additional Amounts be paid to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of the Note to the extent a
settlor or beneficiary with respect to the fiduciary or a member of such
partnership or a beneficial owner of the Note would not have been entitled to
payment of the Additional Amounts had the beneficiary, settlor, member or
beneficial owner been the Holder of the Note.

         For purposes of the definition of, and the Company's obligation to pay,
Additional Amounts, the term "United States" means the United States of America
(including the District of Columbia) and its territories, its possessions and
other areas subject to its jurisdiction.

         If the Notes of a series or Tranche provide for the payment of
Additional Amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series or Tranche of Notes and at least 10 days prior to
each date of payment of principal of or interest on the Notes of that series or
Tranche if there has been a change with respect to the matters set forth in the
below-mentioned Company Order, the Company shall furnish to the Trustee and the
principal Paying Agent, if other than the Trustee, a Company Order instructing
the Trustee and such Paying Agent whether such payment of principal of or
interest on the Notes of that series or Tranche shall be made to holders of the
Notes of that series or Tranche without withholding or deduction for or on
account of any Taxes. If any such withholding or deduction shall be required,
then such Company Order shall specify by country the amount, if any, required to
be withheld or deducted on such payments to such holders and shall certify the
fact that Additional Amounts will be payable and the amounts so payable to each
holder, and the Company shall pay to the Trustee or such Paying Agent the
Additional Amounts required to be paid by this Section. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Company Order furnished pursuant to
this Section.

         Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any interest or any other amounts on, or in
respect of, any Note of any series or Tranche, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series or Tranche established hereby or pursuant hereto to the extent that,
in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to such terms, and express mention of the payment of Additional
Amounts (if applicable) in any provision hereof shall not be construed as
excluding the payment of Additional Amounts in those provisions hereof where
such express mention is not made.

                                       30

<PAGE>

         SECTION 4.02   PAYING AGENTS. The Company shall maintain one or more
Paying Agents for the payment of the principal of and interest, if any, on the
Notes of each series, or Tranche within a series, as provided in the terms of
the Notes of such series or Tranche. The Company agrees to keep the Trustee
advised of the name and location of each Paying Agent if such Paying Agent is
not the Trustee. The Paying Agents shall arrange for the payment, from funds
furnished by the Company pursuant to this Indenture, of the principal and
interest with respect to the Notes. In case the Company shall fail to maintain
any such paying agency for the Notes, or shall fail to give the Trustee notice
of the name or location thereof or of any change in the name or location
thereof, such paying agency shall be located at the Corporate Trust Office.

         The Company hereby initially appoints the Trustee as the Company's
Paying Agent for the Notes (the "Paying Agent," which term shall include any
successor as Paying Agent for the Notes). The Company reserves the right,
subject to the terms of the Notes of any series, or Tranche within a series, to
terminate any such appointment at any time as to such series or Tranche and to
appoint any other Paying Agents in respect of the Notes of such series or
Tranche in such places as it may deem appropriate.

         SECTION 4.03   PROVISIONS AS TO PAYING AGENTS. (a) Whenever the Company
shall appoint a Paying Agent other than the Trustee with respect to the Notes of
any series or Tranche within a series, it will cause such Paying Agent 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:

                  (1) that it will hold sums held by it as such agent for the
         payment of the principal of and interest, if any, on the Notes of such
         series or Tranche (whether such sums have been paid to it by the
         Company or by any other obligor on the Notes of such series or Tranche)
         in trust for the benefit of the holders of the Notes of such series
         or Tranche entitled thereto, and will notify the Trustee of the receipt
         of sums to be so held,

                  (2) that it will give the Trustee notice of any failure by the
         Company (or by any other obligor on the Notes of such series or
         Tranche) to make any payment of the principal of or interest, if any,
         on the Notes of such series or Tranche when the same shall be due and
         payable, and

                  (3) that during the continuance of any failure by the Company
         (or any other obligor upon the Notes of that series or Tranche) to make
         any payment in respect of the Notes of that series or Tranche, 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 Notes
         of that series or Tranche.

         (b)      Anything in this Section to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series, or Tranche(s) within a
series, of Notes hereunder, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust for such series

                                       31

<PAGE>

or Tranche(s) by it or any Paying Agent hereunder as required by this Section,
such sums to be held by the Trustee upon the trusts herein contained.

         (c) Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 13.03 and 13.04.

         (d) If the Company shall at any time act as its own Paying Agent with
respect to any series or Tranche of Notes, it will, on or before each due date
of the principal of or any interest on any of the Notes of that series or
Tranche, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any 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.

         (e) Whenever the Company shall have one or more Paying Agents for any
series of Notes or Tranche(s) within a series of Notes, it will, on or prior to
each due date of the principal of or interest on any Notes of that series or
Tranche, deposit with a Paying Agent a sum sufficient to pay such amount, such
sum to be held as provided by the Trust Indenture Act, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

         SECTION 4.04   OFFICES FOR NOTICES, ETC. As long as any of the Notes
remain outstanding, the Company will designate and maintain an office or agency
where the Notes may be presented for registration of transfer and for exchange
as provided in this Indenture and where notices and demands to or upon the
Company in respect of the Notes or of this Indenture may be served, other than
demands for payment. The Company will give to the Trustee notice of the name and
location of each such office or agency and of any change in the name or location
thereof. In case the Company shall fail to maintain any such office or agency,
or shall fail to give such notice of the name or location or of any change in
the name or location thereof, such notices and demands may be served at the
Corporate Trust Office.

         The Company hereby initially designates the Corporate Trust Office as
the office of the Company where the Notes may be presented for registration of
transfer and for exchange as provided in this Indenture and where notices and
demands to or upon the Company in respect of the Notes or of this Indenture may
be served.

                                  ARTICLE FIVE
                          NOTEHOLDER LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE
                         ------------------------------

         SECTION 5.01   NOTEHOLDER LISTS. The Company will furnish or cause to
be furnished to the Trustee:

              (1) 15 days after each Regular Record Date, a list, in such form
         as the Trustee may reasonably require, of the names and addresses of
         the Holders

                                       32

<PAGE>

         of Notes of each series, or each Tranche within each series, as of such
         Regular Record Date, and

                    (2) at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished; excluding from any
         such list names and addresses received by the Trustee in its capacity
         as Note Registrar.

         SECTION 5.02  RESERVATION AND DISCLOSURE OF LISTS.

               (a)  The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of each series of Notes (i) contained in the most recent list furnished
to it as provided in Section 5.01, (ii) received by the Trustee in its capacity
as Note Registrar or a Paying Agent or (iii) filed with it within the preceding
two years pursuant to Section 5.04(c). The Trustee may destroy any list
furnished to it as provided in Section 5.01 upon receipt of a new list so
furnished.

               (b)  In case three or more holders of Notes (hereinafter referred
to as "applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Note of such series for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other holders
of Notes of a particular series (in which case the applicants must hold Notes of
such series) or with holders of all Notes with respect to their rights under
this Indenture or under such Notes and it is accompanied by a copy of the form
of proxy or other communication which such applicants propose to transmit, then
the Trustee shall, within five Business Days after the receipt of such
application, at its election, either:

                    (1) afford to such applicants access to the information
         preserved at the time by the Trustee in accordance with the provisions
         of subsection (a) of this Section, or

                    (2) inform such applicants as to the approximate number of
         holders of Notes of such series or all Notes, as the case may be, whose
         names and addresses appear in the information preserved at the time by
         the Trustee, in accordance with the provisions of subsection (a) of
         this Section, and as to the approximate cost of mailing to such
         Noteholders the form of proxy or other communication, if any, specified
         in such application.

         If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each holder of Notes of such series or all Notes, as the
case may be, whose name and address appear in the information preserved at the
time by the Trustee in accordance with the provisions of subsection (a) of this
Section a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a

                                       33

<PAGE>

tender to the Trustee of the material to be mailed and of payment, or provision
for the payment, of the reasonable expenses of mailing, unless within five days
after such tender, the Trustee shall mail to such applicants and file with the
Securities and Exchange Commission (the "Commission"), together with a copy of
the material to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to the best interests of
the holders of Notes of such series or all Notes, as the case may be, or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met, and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such holders with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

         (c) Each and every holder of Notes, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Paying Agent, Note Registrar, or any agent of the Company or of the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the holders of Notes in accordance
with the provisions of subsection (b) of this Section, regardless of the source
from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (b).

     SECTION 5.03 REPORTS BY THE COMPANY. The Company shall:

         (a) file with the Trustee within fifteen days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Company is not required to file information, documents
or reports pursuant to either of such sections, then to file with the Trustee
and the Commission, in accordance with rules and regulations prescribed from
time to time by said Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Securities Exchange Act of 1934 in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;

         (b) file with the Trustee and the Commission, in accordance with the
rules and regulations prescribed from time to time by the Commission, such
additional information, documents, and reports with respect to compliance by the
Company with the conditions and covenants provided for in this Indenture as may
be required from time to time by such rules and regulations; and transmit by
mail to all the holders of Notes of each series in the manner and to the extent
provided in Section 313(c) of the Trust

                                       34

<PAGE>

Indenture Act of 1939 with respect to reports pursuant to Section 5.04(a),
within thirty days after the filing thereof with the Trustee, such summaries of
any information, documents and reports required to be filed by the Company with
respect to each such series of Notes pursuant to subsections (a) and (b) of this
Section as may be required by rules and regulations prescribed from time to time
by the Commission; and

         (c) on or before June __, 2003, and on or before June __ in each year
thereafter, so long as any Notes are outstanding hereunder, deliver to the
Trustee a brief certificate of the Company's principal executive officer,
principal financial officer or principal accounting officer as to such officer's
knowledge of the Company's compliance with all conditions and covenants under
this Indenture (such compliance to be determined without regard to any period of
grace or requirement of notice provided under this Indenture).

     SECTION 5.04 REPORTS BY THE TRUSTEE.

         (a) On or before May 15, 2003 and on or before May 15 of each year
thereafter, so long as any Notes are outstanding hereunder, the Trustee shall
transmit to the Noteholders, as provided in subsection (b) of this Section, a
brief report dated as of the preceding March 15, with respect to any of the
following events which may have occurred within the previous 12 months (but if
no such event has occurred within such period, no report need be transmitted):

             (1) its eligibility under Section 7.09, and its qualifications
         under Section 7.08, or in lieu thereof, if to the best of its
         knowledge it has continued to be eligible and qualified under such
         Sections, a written statement to such effect;

             (2) the character and amount of any advances (and if the Trustee
         elects so to state, the circumstances surrounding the making thereof)
         made by the Trustee (as such) which remain unpaid on the date of such
         report, and for the reimbursement of which it claims or may claim a
         lien or charge, prior to that of the Notes, on any property or funds
         held or collected by it as Trustee, except that the Trustee shall not
         be required (but may elect) to report such advances if such advances
         so remaining unpaid aggregate not more than one-half of one percent of
         the principal amount of the Notes for any series outstanding on the
         date of such report;

             (3) any change to the amount, interest rate, and maturity date of
          all other indebtedness owing by the Company (or by any other obligor
          on the Notes) to the Trustee in its individual capacity, on the date
          of such report, with a brief description of any property held as
          collateral security therefor, except any indebtedness based upon a
          creditor relationship arising in any manner described in subsections
          (2), (3), (4), or (6) of subsection (b) of Section 311 of the Trust
          Indenture Act of 1939;

                                       35

<PAGE>

             (4) any change to the property and funds, if any, physically in the
      possession of the Trustee as such on the date of such report;

             (5) the creation of or any material change to a relationship
      specified in Section 310(b)(1) through Section 310(b)(10) of the Trust
      Indenture Act of 1939;

             (6) any additional issue of Notes which it has not previously
      reported; and

             (7) any action taken by the Trustee in the performance of its
      duties under this Indenture which it has not previously reported and which
      in its opinion materially affects the Notes, except action in respect of a
      default, notice of which has been or is to be withheld by it in accordance
      with the provisions of Section 6.07.

         (b) Reports pursuant to this Section shall be transmitted by mail to
all holders of Notes at their addresses as the same appear upon the Note
Register.

         (c) A copy of each such report shall, at the time of such transmission
to Noteholders, be filed by the Trustee with each stock exchange upon which the
Notes are listed and also with the Commission. The Company agrees to notify the
Trustee when and as the Notes become listed on any stock exchange.

                                  ARTICLE SIX
                              REMEDIES ON DEFAULT.

      SECTION 6.01 EVENTS OF DEFAULT. The following shall constitute Events of
Default with respect to a particular series of Notes:

         (a) default in the payment of the principal of any of the Notes of such
series as and when the same shall become due and payable either at maturity,
upon redemption, by declaration or otherwise; or

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

         (c) failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company in the Notes of
such series, or any Tranche of such series, or in this Indenture (other than a
covenant a default in whose performance or whose breach which has expressly been
included in this Indenture solely for the benefit of series of Notes other than
that series) for a period of thirty days after the date on which written notice
of such failure, requiring the Company to remedy the same, shall have been given
to the Company by the Trustee, or to the Company and the Trustee by the holders
of at least twenty-five percent in aggregate principal amount of the Notes of
such series at the time outstanding; or

                                       36

<PAGE>

         (d) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Company in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or for any substantial part of
its property, or ordering the winding-up or liquidation of its affairs, and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

         (e) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or shall
consent to the entry of an order for relief in an involuntary case under any
such law, or shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator or similar
official of the Company or for any substantial part of its property, or shall
make any general assignment for the benefit of creditors.

     If an Event of Default described in clause (a), (b) or (c) shall have
occurred and be continuing and in each and every such case, unless the principal
amount of all the Notes of such series shall have already become due and
payable, either the Trustee or the holders of not less than twenty-five percent
in aggregate principal amount of the Notes of all series affected thereby then
outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by Noteholders) may declare the principal amount of all the Notes (or,
with respect to Discount Notes, the Amortized Face Amount thereof or such other
amount as may be specified in the terms of such Notes) of the series affected
thereby to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, any provision of
this Indenture or the Notes of such series contained to the contrary
notwithstanding. If an Event of Default described in clause (d) or (e) shall
have occurred and be continuing, and in each case, either the Trustee or the
holders of not less than twenty-five per cent in aggregate principal amount of
all the Notes then outstanding hereunder (voting as one class), by notice in
writing to the Company (and to the Trustee if given by holders of Notes), may
declare the principal of all the Notes not already due and payable (or, with
respect to Discount Notes, the Amortized Face Amount thereof or such other
amount as may be specified in the terms of such Notes) to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, any provision in this Indenture or in the Notes to
the contrary notwithstanding. The foregoing provisions, however, are subject to
the conditions that if, at any time after the principal of the Notes of any one
or more or all series, as the case may be, shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest, if any, due upon all the Notes of such series or of
all the Notes, as the case may be, and the principal of all Notes of such series
or of all the Notes, as the case may be (or, with respect to Discount Notes, the
Amortized Face Amount thereof or such other amount as may be specified in the
terms of such Notes), which shall have become due otherwise than by acceleration
(with interest, if any, upon such principal) and, to the extent that payment of
such interest is enforceable under applicable law, on overdue

                                       37

<PAGE>

installments of interest, if any, at the same rate as the rate of interest
specified in the applicable Notes, as the case may be (or, with respect to
Discount Notes at the rate specified or provided for in the terms of such Notes
for interest on overdue principal thereof upon maturity, redemption or
acceleration of such series, as the case may be), to the date of such payment or
deposit, and such amount as shall be payable to the Trustee pursuant to Section
7.06, and any and all defaults under the Indenture applicable to the Notes of
such series (or all of the Notes, as the case may be) shall have been remedied,
then and in every such case the holders of a majority in aggregate principal
amount of the Notes of such series (or of all the Notes, as the case may be)
then outstanding, by written notice to the Company and to the Trustee, may waive
all defaults with respect to that series or with respect to all Notes, as the
case may be, and rescind and annul such declaration and its consequences; but no
such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon. If the
principal of all Notes shall have been declared to be payable pursuant to this
Section 6.01, in determining whether the holders of a majority in aggregate
principal amount thereof have waived all defaults and rescinded and annulled
such declaration, all series of Notes shall be treated as a single class and the
principal amount of Discount Notes shall be deemed to be the amount declared
payable under the terms applicable to such Discount Notes.

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

     SECTION 6.02 PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR. The Company
covenants that (1) in case default shall be made in the payment of any
installment of interest on any of the Notes of any series, as and when the same
shall become due and payable, and such default shall have continued for a period
of thirty days or (2) in case default shall be made in the payment of the
principal of any of the Notes of any series, as and when the same shall have
become due and payable, whether upon maturity of such Notes or upon redemption
or upon declaration or otherwise, then upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of such Notes, the whole
amount that then shall have become due and payable on all such Notes of such
series for principal or interest, if any, as the case may be, with interest upon
the overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) upon overdue installments of interest, if any,
at the same rate as the rate of interest specified or provided for in such Notes
(or, with respect to Discount Notes, at the rate specified in the terms of such
Notes for interest on overdue principal thereof upon maturity, redemption or
acceleration); and, in addition thereto, such further amounts as shall be
payable to the Trustee pursuant to Section 7.06.

                                       38

<PAGE>

         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon such Notes
and collect in the manner provided by law out of the property of the Company or
other obligor upon such Notes wherever situated the moneys adjudged or decreed
to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor upon Notes of any series
under Title 11 of the United States Code or any other applicable law, or in case
a receiver or trustee shall have been appointed for the property of the Company
or such other obligor, or in case of any other judicial proceedings relative to
the Company or such other obligor, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the
principal of any Notes of such series shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal (or, with
respect to Discount Notes, the Amortized Face Amount thereof or such other
portion of the principal amount as may be specified in the terms of that series)
and interest, if any, owing and unpaid in respect of the Notes of such series,
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee under Section 7.06 and of the holders of
Notes of such series allowed in any such judicial proceedings relative to the
Company or other obligor upon the Notes of such series, or to the creditors or
property of the Company or such other obligor, and to collect and receive any
moneys or other property payable or deliverable on any such claims, and to
distribute all amounts received with respect to the claims of the holders of
such series and of the Trustee on their behalf; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of the
holders of Notes of such series to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of payments directly to such
holders of Notes of such series, to pay to the Trustee such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes 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.

         All rights of action and of asserting claims under this Indenture, or
under any of the Notes of any series may be enforced by the Trustee without the
possession of any of such Notes, or the production thereof on any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own

                                       39

<PAGE>

name and as trustee of an express trust, and any recovery of judgment shall be
for the ratable benefit of the holders of the Notes of such series.

     In case of an Event of Default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

     SECTION 6.03 APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee pursuant to Section 6.02 with respect to a series of
Notes shall be applied in the order following, at the date or dates fixed by the
Trustee and, in the case of the distribution of such moneys on account of
principal or interest, if any, upon presentation of the several Notes of such
series, as the case may be, and stamping thereon the payment, if only partially
paid, and upon surrender thereof, if fully paid:

     FIRST: To the payment of amounts payable to the Trustee pursuant to Section
7.06;


     SECOND: In case the principal of the Notes in respect of which moneys have
been collected shall not have become due, to the payment of interest, if any, on
the Notes of such series in the order of the maturity of the installments of
such interest, with interest (to the extent that such interest has been
collected by the Trustee) upon the overdue installments of interest at the same
rate as the rate of interest, if any, specified or provided for in the Notes of
such series (or, with respect to Discount Notes, at the rate specified in the
terms of such Notes for interest on overdue principal thereof upon maturity,
redemption or acceleration), such payments to be made ratably to the persons
entitled thereto, without discrimination or preference; and

     THIRD: In case the principal of the Notes in respect of which moneys have
been collected shall have become due, by acceleration or otherwise, to the
payment of the whole amount then owing and unpaid upon the Notes of such series
for principal, interest, if any, and (to the extent that such interest has been
collected by the Trustee) upon overdue installments of interest, if any, at the
same rate as the rate of interest specified in the Notes of such series (or,
with respect to Discount Notes, at the rate specified or provided for in the
terms of such Notes for interest on overdue principal thereof upon maturity,
redemption or acceleration); and in case such moneys shall be insufficient to
pay in full the whole amount so due and unpaid upon the Notes of such series,
then to the payment of such principal, interest, if any, without preference or
priority of principal over interest, if any, or of interest, if any, over
principal, or of any installment of interest over any other installment of
interest or of any Note of such series over any other Note of such series,
ratably to the aggregate of such principal and accrued and unpaid interest, if
any.

                                       40

<PAGE>

     SECTION 6.04   PROCEEDINGS BY NOTEHOLDERS. No holder of any Note of any
series shall have any right by virtue or by availing of any provision of this
Indenture to institute any action or proceedings at law or in equity or in
bankruptcy or otherwise, upon or under or with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless (a) such holder previously shall have given to the Trustee written notice
of an Event of Default and of the continuance thereof, as hereinbefore provided;
(b) the holders of not less than twenty-five percent in aggregate principal
amount of the Notes of such series then outstanding shall have made written
request upon the Trustee to institute such action or proceedings in its own name
as trustee hereunder; (c) such holder or holders shall have offered to the
Trustee such indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred therein or thereby; (d) the Trustee for sixty days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceedings; and (e) no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.06; it being understood and intended, and being expressly
covenanted by the taker and holder of every Note with every other taker and
holder and the Trustee, that no one or more holders of Notes of any series,
shall have any right in any manner whatever by virtue or by availing himself of
any provision of this Indenture to affect, disturb or prejudice the rights of
any other holder of Notes of such series, or to obtain or seek to obtain
priority over or preference to any other such holder or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Notes of such series. For the
protection and enforcement of the provisions of this Section, each and every
Noteholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     Notwithstanding any other provisions in this Indenture, however, the right
of any holder of any Note to receive payment of the principal of and interest,
if any, on such Note, on or after the respective due dates expressed or provided
for in such Note, or to institute suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without the
consent of such holder. With respect to Discount Notes, principal shall mean the
Amortized Face Amount thereof or such other amount as shall be due and payable
as specified in the terms of the Notes.

     SECTION 6.05   REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies
given by this Article Six to the Trustee or to the holders of Notes shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or such
holders, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any holder of any of the Notes, if any,
to exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article Six or by law to the Trustee or to such holders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by such holders.

                                       41

<PAGE>

     SECTION 6.06   DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULT. The holders
of a majority in aggregate principal amount of the Notes of any or all series
affected (voting as one class) at the time outstanding 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 Notes of such series; provided, however, that
(subject to the provisions of Section 7.01) the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action or proceedings so directed may not lawfully be taken
or shall be in conflict with this Indenture or if the Trustee in good faith by
its board of directors or executive committee or a trust committee of directors
or trustees and/or a responsible officer shall determine that the action or
proceedings so directed would involve the Trustee in personal liability.

     Prior to any declaration accelerating the maturity of the Notes of any
series, the holders of a majority in aggregate principal amount of the Notes of
such series at the time outstanding may on behalf of the holders of all of the
Notes of such series waive any past default or Event of Default hereunder and
its consequences except a default in the payment of principal of or interest, if
any, on any Notes of such series. Upon any such waiver the Company, the Trustee
and the holders of the Notes of such series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section 6.06, said default or Event of
Default shall for all purposes of the Notes of such series and this Indenture be
deemed to have been cured and to be not continuing.

     SECTION 6.07   NOTICE OF DEFAULTS. The Trustee shall, within ninety days
after the occurrence of a default with respect to any series of Notes, give to
the holders of Notes of such series notice of all defaults known to a
responsible officer of the Trustee in the manner set forth in Section 1.02 and
also by mail in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act of 1939 with respect to reports pursuant to Section 5.04(a),
unless such defaults shall have been cured before the giving of such notice (the
term "default" or "defaults" for the purposes of this Section being hereby
defined to be any event or events, as the case may be, specified in clauses (a),
(b), (c), (d) and (e) of Section 6.01, not including periods of grace, if any,
provided for therein and irrespective of the giving of the notice specified in
clause (c) of Section 6.01); provided that, except in the case of default in the
payment of the principal of or interest, if any, on any of the Notes of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors or executive committee or a trust committee of
directors or trustees and/or responsible officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
holders of Notes of such series.

     SECTION 6.08   UNDERTAKING TO PAY COSTS. All parties to this Indenture
agree, and each holder of any Note by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the

                                       42

<PAGE>

Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any holder of Notes of any
series, or group of such holders, holding in the aggregate more than ten percent
in principal amount of the Notes of such series outstanding, or to any suit
instituted by any holder of Notes of such series appertaining thereto, for the
enforcement of the payment of the principal of or interest, if any, on any Note
on or after the due date expressed or provided for in such Note.

                                 ARTICLE SEVEN
                             CONCERNING THE TRUSTEE

     SECTION 7.01   DUTIES AND RESPONSIBILITIES OF TRUSTEE. The Trustee, prior
to the occurrence of an Event of Default of which a responsible officer has
knowledge with respect to Notes of a particular series and after the curing of
all Events of Default with respect to Notes of such series which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to Notes of a particular series has occurred (which has not been cured
or waived) the Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that:

          (a)  prior to the occurrence of an Event of Default with respect to a
particular series and after the curing of all Events of Default with respect to
Notes of such series which may have occurred:

               (1)  the duties and obligations of the Trustee with respect to
     Notes of such series shall be determined solely by the express provisions
     of this Indenture, and the Trustee shall not be liable except for the
     performance of such duties and obligations as are specifically set forth in
     this Indenture, and no implied covenants or obligations shall be read into
     this Indenture against the Trustee; and

               (2)  in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any certificates or
     opinions furnished to the Trustee and conforming to the requirements of
     this Indenture; but in the case of any such certificates or opinions which
     by any provision hereof are specifically required to be furnished to the
     Trustee, the Trustee shall be under a duty to

                                       43

<PAGE>

     examine the same to determine whether or not they conform to the
     requirements of this Indenture;

          (b)  the Trustee shall not be liable for any error of judgment made in
good faith by a responsible officer or officers, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts;

          (c)  the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the holders of Notes pursuant to Section 6.06 relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture;
and

          (d)  No provision of this Indenture shall be construed as requiring
the Trustee to expend or risk its own funds or otherwise to incur any personal
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if there shall be reasonable grounds
for believing that repayment of such funds or indemnity satisfactory to it
against such risk or liability is not reasonably assured to it.

     Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

     SECTION 7.02   RELIANCE ON DOCUMENTS, OPINIONS, ETC. Subject to the
provisions of Section 7.01:

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

          (b)  any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Company Order; and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;

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

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

                                       44

<PAGE>

          (e)  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 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 be entitled to examine the books, records and premises
of the Company pertaining to the Notes, personally or by agent or attorney;

          (f)  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; and

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

     SECTION 7.03   NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained
herein and in the Notes other than the Trustee's certificate of authentication,
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes provided that the Trustee shall not be relieved of its duty to
authenticate Notes only as authorized by this Indenture. The Trustee shall not
be accountable for the use or application by the Company of Notes or the
proceeds thereof.

     SECTION 7.04   OWNERSHIP OF NOTES. The Trustee, or any agent of the Company
or of the Trustee, in its individual or any other capacity, may become the owner
or pledgee of Notes with the same rights it would have if it were not Trustee or
an agent of the Company or of the Trustee.

     SECTION 7.05   MONEYS TO BE HELD IN TRUST. Subject to the provisions of
Section 13.04 hereof, all moneys received by the Trustee or any Paying Agent
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. Neither the Trustee nor any Paying
Agent shall be under any liability for interest on any moneys received by it
hereunder except such as it may agree with the Company to pay thereon. So long
as no Event of Default shall have occurred and be continuing, all interest
allowed on any such moneys shall be paid from time to time upon the written
order of the Company, signed by an Authorized Officer.

     SECTION 7.06   COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation, and, except as otherwise expressly
provided, the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in

                                       45

<PAGE>

accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all other persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. If any
property other than cash shall at any time be subject to the lien of this
Indenture, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled (but not obligated) to
make advances for the purpose of preserving such property or of discharging tax
liens or other prior liens or encumbrances thereon. The Company also covenants
to indemnify the Trustee, its officers, directors and employees for, and to hold
them harmless against, any loss, liability or reasonable expense incurred
without negligence or bad faith on the part of the Trustee or such officer,
director and employee arising out of or in connection with the acceptance or
administration of this trust or the performance of their duties hereunder,
including the reasonable costs and expenses of defending themselves against any
claim of liability in the premises. The obligations of the Company under this
Section to compensate the Trustee and to pay or reimburse the Trustee for
reasonable expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the resignation or removal of the
Trustee and/or the termination, satisfaction or discharge of the Indenture. The
Trustee shall have a lien prior to the Notes upon all property and funds held by
it hereunder for any amount owing it or any predecessor Trustee pursuant to this
Section 7.06, except with respect to funds held in trust for the benefit of the
Holders of particular Notes.

     SECTION 7.07   OFFICER'S CERTIFICATE AS EVIDENCE. Subject to the provisions
of Section 7.01, whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action to be taken
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

     SECTION 7.08   CONFLICTING INTEREST OF TRUSTEE. If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act of
1939, 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 or 1939 and this Indenture. To the extent permitted by such Act,
the Trustee shall not be deemed to have a conflicting interest by virtue of
being a trustee under this Indenture with respect to Notes of more than one
series.

     SECTION 7.09   ELIGIBILITY OF TRUSTEE. There shall at all times be a
Trustee hereunder which shall be a corporation organized and doing business
under the laws of the United States or of any State or Territory thereof or of
the District of Columbia, which (a) is authorized under such laws to exercise
corporate trust powers and (b) is subject to supervision or examination by
Federal, State, Territorial or District of

                                       46

<PAGE>

Columbia authority and (c) shall have at all times a combined capital and
surplus of not less than $100,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law, or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation at any time shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any person directly or
indirectly controlling, controlled by or under common control with the Company
shall serve as Trustee for the Notes of any series issued hereunder. In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.

     SECTION 7.10 RESIGNATION OR REMOVAL OF TRUSTEE.

          (a) The rustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Notes, or in the
case of a Trustee serving as Trustee only for one or more Tranche(s) of Notes,
with respect to such Tranche(s) of Notes, by giving written notice of
resignation to the Company. Upon receiving such notice of resignation the
Company shall promptly appoint a successor trustee with respect to the
applicable series of Notes or Tranche(s) by written instrument, in duplicate,
executed by order of the Board of Directors of the Company or pursuant to a
Company Order, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within thirty days after
the receipt of such notice of resignation by the Company, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a
successor trustee, or any holder of Notes who has been a bona fide holder of a
Note or Notes of the applicable series or Tranche(s) for at least six months may
subject to the provisions of Section 6.08, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

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

              (1) the Trustee shall fail to comply with the provisions of
     Section 7.08 with respect to any series or Tranche(s) of Notes after
     written request therefor by the Company or by any Noteholder who has been a
     bona fide holder of a Note or Notes of such series or Tranche(s) for at
     least six months, or

              (2) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.09 with respect to any series or Tranche(s) of
     Notes and shall fail to resign after written request therefor by the
     Company or by any such Noteholder, or

              (3) the Trustee shall become incapable of acting with respect to
     any series or Tranche of Notes, 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

                                       47

<PAGE>

         shall take charge or control of the Trustee or of its property or
         affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee with respect to the
applicable series or Tranche(s) of Notes and appoint a successor trustee with
respect to such series or Tranche(s) by written instrument, in duplicate,
executed by order of the Board of Directors of the Company or pursuant to a
Company Order, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 6.08, any Noteholder of such series who has been a bona fide holder of a
Note or Notes of the applicable series or Tranche(s) for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor trustee with respect to such series or Tranche(s). Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

             (c) The holders of a majority in aggregate principal amount of the
Notes of all series (voting as one class) at the time outstanding may at any
time remove the Trustee with respect to Notes of all series and appoint a
successor trustee with respect to the Notes of all series.

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

             (e) The Trustee shall be paid all amounts owed to it upon its
removal or resignation.

         SECTION 7.11 ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor trustee
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series or Tranches
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as Trustee herein; but, nevertheless, on the
written request of the Company or of the successor trustee, the trustee ceasing
to act shall, upon payment of any amounts then due it pursuant to the provisions
of Section 7.06, execute and deliver an instrument transferring to such
successor trustee all the rights and powers of the trustee so ceasing to act.
Upon request of any such successor trustee, the Company shall execute any and
all instruments in writing in order more fully and certainly to vest in and
confirm to such successor trustee all such rights and powers. Any trustee
ceasing to act shall, nevertheless, remain the beneficiary of the lien of the
Trustee pursuant to the provisions of Section 7.06.

                                       48



<PAGE>

         In case of the appointment hereunder of a successor trustee with
respect to the Notes of one or more (but not all) series or Tranches of a
series, the Company, the predecessor Trustee and each successor trustee with
respect to the Notes of any applicable series or Tranche shall execute and
deliver an indenture supplemental hereto which shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the predecessor Trustee with respect to the Notes of any
series or Tranche as to which the predecessor Trustee is not retiring shall
continue to be vested in the predecessor Trustee, and shall add to or change any
of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such trustees co-trustees of the same trust and that each such
trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such trustee. The
Trustee shall not be liable for the acts or omissions of any successor trustee.

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

         Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall give notice of the succession of such trustee
hereunder to all holders of Notes of any applicable series or Tranche in the
manner provided in Section 1.02. If the Company fails to give such notice in the
prescribed manner within ten days after the acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be so given
at the expense of the Company.

         SECTION 7.12 SUCCESSOR BY MERGER, ETC. 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 of the corporate trust business of the Trustee, shall be the successor of
the Trustee hereunder, provided such corporation shall be qualified under the
provisions of Section 7.08 and eligible under the provisions of Section 7.09,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. In
case any Notes 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 Notes so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.

         SECTION 7.13 LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act of 1939.

                                       49

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                                 ARTICLE EIGHT
                           CONCERNING THE NOTEHOLDERS

         SECTION 8.01 ACTION BY NOTEHOLDERS. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Notes of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by Noteholders in person or by agent or proxy appointed in writing, or
(b) by the record of the holders of Notes voting in favor thereof at any meeting
of Noteholders duly called and held in accordance with the provisions of Article
Nine, or (c) by a combination of such instrument or instruments and any such
record of such a meeting of Noteholders.

         In determining whether the holders of a specified percentage in
aggregate principal amount of the Notes have taken any action (including the
making of any demand or request, the waiving of any notice, consent or waiver or
the taking of any other action), the principal amount of any Discount Note that
may be counted in making such determination and that shall be deemed to be
outstanding for such purposes shall be equal to the Amortized Face Amount
thereof or such other amount of the principal thereof that could be declared to
be due and payable upon an Event of Default pursuant to the terms of such
Discount Note at the time the taking of such action is evidenced to the Trustee.

         SECTION 8.02 PROOF OF EXECUTION BY NOTEHOLDERS. Subject to the
provisions of Sections 7.01, 7.02 and 9.05, proof of the execution of any
instrument by a Noteholder or its agent or proxy shall be sufficient if made in
accordance with this Section 8.02. The fact and date of the execution by any
such person of any instrument may be proved by the certificate of any notary
public, or other officer of any jurisdiction authorized to take acknowledgments
of deeds or administer oaths, that the person executing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness to
such execution sworn to before any such notary or other such officer or by a
certificate of any officer of any trust company, bank, banker or recognized
securities dealer, satisfactory to the Trustee, who witnessed such execution or
in any other manner satisfactory to the Trustee. If such execution is by an
officer of a corporation, association or trust, a trustee of a trust or a member
of a partnership on behalf of such corporation, association, trust or
partnership, such certificate or affidavit shall also constitute sufficient
proof of his authority.

         The ownership of the Notes shall be proved by the Note Register or by a
certificate of the Note Registrar.

         The record of any Noteholders' meeting shall be proved in the manner
provided in Section 9.06.

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<PAGE>

         SECTION 8.03 WHO ARE DEEMED ABSOLUTE OWNERS. The Company, the Trustee
and any agent of the Company or of the Trustee may deem the holder of any Note
to be, and may treat him as, the absolute owner of such Note (whether or not
such Note shall be overdue and notwithstanding any notation of ownership or
other writing thereon), for the purpose of receiving payment of or on account of
the principal of and interest (subject to Section 2.03) on such Note and for all
other purposes; and neither the Company nor the Trustee nor any agent of the
Company or of the Trustee shall be affected by any notice to the contrary. All
such payments so made to any holder for the time being, or upon his order, shall
be valid and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Note.

         SECTION 8.04 COMPANY-OWNED NOTES DISREGARDED. In determining whether
the holders of the required aggregate principal amount of Notes have concurred
in any direction, consent or waiver under this Indenture, Notes which are owned
by the Company or any other obligor on the Notes, or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Notes, shall be disregarded
and deemed not to be outstanding for the purpose of any such determination,
except that for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver only Notes which a
responsible officer of the Trustee knows are so owned shall be so disregarded.
Notes so owned which have been pledged in good faith may be regarded as
outstanding for the purposes of this Section if the pledgee shall establish to
the satisfaction of the Trustee the pledgee's right to vote such Notes and that
the pledgee is not a person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any such other
obligor. In the case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee.

         SECTION 8.05 REVOCATION OF CONSENTS; FUTURE NOTEHOLDERS BOUND. At any
time prior to the taking of any action by the holders of the percentage in
aggregate principal amount of the Notes specified in this Indenture in
connection with such action, any holder of a Note the identifying number of
which is shown by the evidence to be included in the Notes the holders of which
have consented to such action may, by filing written notice with the Trustee at
its office and upon proof of holding as provided in Section 8.02, revoke such
action so far as concerns such Note. Except as aforesaid any such action taken
by the holder of any Note shall be conclusive and binding upon such holder and
upon all future holders and owners of such Note and of any Note issued in
exchange or substitution therefor or upon registration of transfer thereof
irrespective of whether or not any notation in regard thereto is made upon such
Note. Any action taken by the holders of the percentage in aggregate principal
amount of the Notes specified in this Indenture in connection with such action
shall be conclusively binding upon the Company, the Trustee and the holders of
all the Notes of each series affected thereby.

                                       51

<PAGE>

                                  ARTICLE NINE
                              NOTEHOLDERS' MEETINGS

         SECTION 9.01 PURPOSES OF MEETINGS. A meeting of Noteholders of any or
all series or Tranches within a series may be called at any time and from time
to time pursuant to the provisions of this Article for any of the following
purposes:

                  (1) to give any notice to the Company or to the Trustee, or
         to give any directions to the Trustee, or to waive any default or Event
         of Default hereunder and its consequences, or to take any other action
         authorized to be taken by Noteholders pursuant to any of the provisions
         of Article Six;

                  (2) to remove the Trustee and appoint a successor trustee
         pursuant to the provisions of Article Seven;

                  (3) to consent to the execution of an indenture or
         indentures supplemental hereto pursuant to the provisions of Section
         10.02; or

                  (4) to take any other action authorized to be taken by or on
         behalf of the holders of any specified aggregate principal amount of
         the Notes of any or all series or Tranches of a series, as the case may
         be, under any other provision of this Indenture or under applicable
         law.

         SECTION 9.02 CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time
call a meeting of Noteholders of any or all series or Tranches of a series to
take any action specified in Section 9.01, to be held at such time and at such
place in New York City as the Trustee shall determine. Notice of every meeting
of the Noteholders of any or all series or Tranches of a series, setting forth
the time and place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be given, in the manner provided in Section
1.02, not less than twenty nor more than one hundred and eighty days prior to
the date fixed for the meeting.

         SECTION 9.03 CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS. In case at any
time the Company, pursuant to a Board Resolution or a Company Order, or the
holders of at least twenty-five percent in aggregate principal amount of the
Notes of any or all series or Tranches of a series, as the case may be, then
outstanding, shall have requested the Trustee to call a meeting of Noteholders
of any or all series or Tranches of a series to take any action authorized in
Section 9.01, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of such meeting within thirty days after receipt of such request, then
the Company or the holders of such Notes in the amount above specified may
determine the time and the place for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in Section 9.02.

         SECTION 9.04 QUALIFICATION FOR VOTING. To be entitled to vote at any
meeting of Noteholders a person shall be a holder of one or more Notes of a
series or Tranches of a series with respect to which a meeting is being held or
a person appointed by an instrument in writing as proxy by such a holder. The
only persons who

                                       52

<PAGE>

shall be entitled to be present or to speak at any meeting of the Noteholders
shall be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

         SECTION 9.05 REGULATIONS. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Noteholders as provided in Section 9.03, in which case the Company
or the Noteholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the holders of a majority in principal
amount of the Notes represented at the meeting and entitled to vote.

         Subject to the provisions of Sections 8.01 and 8.04, at any meeting
each Noteholder or proxy shall be entitled to one vote for each $1,000 principal
amount of Notes held or represented by him, provided, however, that no vote
shall be cast or counted at any meeting in respect of any Note challenged as not
outstanding and ruled by the chairman of the meeting to be not outstanding. The
chairman of the meeting shall have no right to vote except as a Noteholder or
proxy. Any meeting of Noteholders duly called pursuant to the provisions of
Section 9.02 or 9.03 may be adjourned from time to time, and the meeting may be
held as so adjourned without further notice.

         SECTION 9.06 VOTING. The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballot on which shall be subscribed
the signatures of the Noteholders or proxies and on which shall be inscribed the
identifying number or numbers or to which shall be attached a list of
identifying numbers of the Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Noteholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 9.02. The record shall be signed and verified by the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.

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<PAGE>

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                                  ARTICLE TEN
                            SUPPLEMENTAL INDENTURES.

     SECTION 10.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS. The
Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939) for one or more of the following
purposes:

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

          (b) to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions as its Board of Directors and the Trustee
shall consider to be for the protection of the holders of Notes or the holders
of one or more series of Notes or Tranches within a series of Notes, and to make
the occurrence, or the occurrence and continuance, of a default in any of such
additional covenants, restrictions, conditions or provisions a default or an
Event of Default with respect to Notes of any or all series permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth, with such period of grace, if any, and subject to such
conditions as such supplemental indenture may provide;

          (c) to add to or change any of the provisions of this Indenture to
provide for the issuance under this Indenture of Notes, whether or not then
outstanding, in bearer form, to add, modify or eliminate any restrictions on the
payment of principal of Notes in registered form, and to provide for
exchangeability of such Notes with Notes issued hereunder and to make all
appropriate changes for such purpose to permit or facilitate the issuance of
Notes in uncertificated form, provided any such action shall not adversely
affect the interests of the holders of Notes of any series in any material
respect;

          (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture; to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee; to add an obligor or guarantor on the Notes or on any series
or Tranche within a series of Notes; or to make such other provisions in regard
to matters or questions arising under this Indenture as shall not adversely
affect the interests of the holders of the Notes in any material respect;

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

                                       54

<PAGE>

          (f) to change or eliminate any provision of this Indenture, provided
that any such change or elimination (i) shall become effective only when there
is no Note outstanding of any series or Tranche within a series created prior to
the execution of such supplemental indenture which is entitled to the benefit of
such provision or (ii) shall not apply to any Note outstanding;

          (g) to establish the form or terms of Notes of any series or Tranche
within a series as permitted by Sections 2.01 and 2.06;

          (h) to make any other provisions with respect to matters or questions
arising under this Indenture which shall not adversely affect the interests of
the holders of Notes of any series or Tranche within a series in any material
respect.

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which adversely affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section may
be executed by the Company and the Trustee without the consent of the holders of
any of the Notes at the time outstanding, notwithstanding any of the provisions
of Section 10.02. Any request by the Company for the execution by the Trustee of
a supplemental indenture under this Section shall be accompanied either (i) by a
Company Order or (ii) by a copy of a Board Resolution certified by the Secretary
or an Assistant Secretary authorizing the execution of such supplemental
indenture, provided that any supplemental indenture described in Section
10.02(a) shall be accompanied by a Board Resolution of the successor Company
authorizing the execution of such supplemental indenture.

     SECTION 10.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. With the
consent (evidenced as provided in Section 8.01) of the holders of not less than
a majority in aggregate principal amount of the Notes of all series, or Tranches
within a series, at the time outstanding affected by such supplemental indenture
(voting as one class), the Company and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act of 1939 as in force at the
date of the execution thereof) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
holders of the Notes of each such series or Tranche within a series; provided
that no such supplemental indenture shall (i) change the fixed maturity of any
Notes, or reduce the principal amount thereof or reduce the rate or extend the
time of payment of any interest thereon, without the consent of the holder of
each Note so affected, (ii) impair the right to institute enforcement of any
such payment on or after the stated maturity thereof (or, in the case of
redemption or repayment, on or after the redemption or repayment date therefor),
without the consent of the holder of

                                       55

<PAGE>

each Note so affected or (iii) reduce the aforesaid percentage of Notes, the
consent of the holders of which is required for any such supplemental indenture,
or the percentage required for the consent of the holders pursuant to Sections
6.01 and 6.06 to waive defaults, without the consent of the holder of each Note
so affected.

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

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

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Company
shall give notice thereof in the manner provided in Section 1.02, setting forth
in general terms the substance of such supplemental indenture. Any failure of
the Company so to give such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture.

     SECTION 10.03 COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
INDENTURES. Any supplemental indenture executed pursuant to the provisions of
this Article Ten shall comply with the Trust Indenture Act of 1939. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article Ten, this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Notes shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

     The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Opinion of Counsel as conclusive evidence that any such supplemental
indenture complies with the provisions of this Article Ten.

     SECTION 10.04 NOTATION ON NOTES. Notes of any series or Tranche within a
series authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article Ten may bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental
indenture. New Notes of any series or Tranche so modified as to conform, in the
opinion of the Trustee and an Authorized Officer, to any modification of this
Indenture contained in any

                                       56

<PAGE>

such supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered, without charge to the Noteholders, in exchange for the
Notes of such series then outstanding.

                                 ARTICLE ELEVEN
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE.

     SECTION 11.01 COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The Company
covenants that it will not merge or consolidate with any other corporation or
sell, assign, transfer, lease or convey all or substantially all of its assets
to any person unless (i) either (A) the Company shall be the continuing
corporation in any such merger or consolidation, or (B) the successor
corporation (if other than the Company) in any such merger or consolidation, or
the entity to which all or substantially all of the Company's assets have been
sold, assigned, transferred, leased or conveyed, shall expressly assume the due
and punctual payment of the principal of and any interest on all the Notes,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed by the
Company by supplemental indenture in form satisfactory to the Trustee, executed
and delivered to the Trustee by such corporation and (ii) the Company or such
successor corporation or other entity, as the case may be, shall not,
immediately after such merger or consolidation, or such sale, assignment,
transfer, lease or conveyance, be in default in the performance of any such
covenant or condition, and there shall be no event resulting therefrom which,
after notice or the lapse of time or both, would become an Event of Default
under this Indenture.

     SECTION 11.02 SUCCESSOR CORPORATION TO BE SUBSTITUTED FOR COMPANY. In case
of any such consolidation, merger, sale, assignment, transfer, lease or
conveyance and upon any such assumption by the successor corporation, or the
entity to which all or substantially all of the Company's assets have been sold,
assigned, transferred, leased or conveyed, such successor corporation or other
entity shall succeed to and be substituted for the Company, with the same effect
as if it had been named herein as the party of the first part, and thereafter,
except in the case of a lease, the predecessor corporation or entity shall be
relieved of all obligations and covenants under this Indenture and the Notes.
Such successor corporation or other entity thereupon may cause to be signed, and
may issue either in its own name or in the name of John Hancock Life Insurance
Company, any or all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor corporation or other entity, instead of the Company, and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Notes which
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Notes which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All of the Notes, so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Notes, if any, theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Notes had been issued at the date of the execution hereof.

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

     SECTION 11.03 OPINION OF COUNSEL TO BE GIVEN TRUSTEE. The Trustee, subject
to the provisions of Sections 7.01 and 7.02, may receive an Opinion of Counsel
as conclusive evidence that any such consolidation, merger, sale or conveyance,
and any such assumption, complies with the provisions of this Article Eleven.

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                                 ARTICLE TWELVE
                              LIMITATIONS ON LIENS

     SECTION 12.01 LIMITATIONS ON LIENS. The Company shall not create, assume or
incur any Secured Indebtedness, other than Permitted Secured Indebtedness,
without making provision whereby all the Notes shall be secured equally and
ratably with (or prior to) such Secured Indebtedness (together with, if the
Company shall so determine, any other Indebtedness of the Company then existing
or thereafter created which is not subordinate to the Notes) so long as such
Secured Indebtedness shall be outstanding.

                                ARTICLE THIRTEEN
                  SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

     SECTION 13.01 DISCHARGE OF INDENTURE. If at any time (a) the Company shall
have delivered to the Trustee for cancellation all Notes of any series, or
Tranche within a series, theretofore authenticated (other than any Notes of such
series or Tranche appertaining thereto which shall have been destroyed, lost or
stolen and which shall have been replaced or paid as provided in Section 2.08)
or (b) all such Notes of such series or Tranche not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit or cause to be
deposited with the Trustee as trust funds the entire amount (other than moneys
repaid by the Trustee or any paying agent to the Company in accordance with
Section 13.04) sufficient to pay at maturity or upon redemption all Notes of
such series or Tranche not theretofore delivered to the Trustee for
cancellation, including principal and interest, if any, due or to become due to
such date of maturity or date fixed for redemption, as the case may be, and if
in either case the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company with respect to such series or Tranche, then
this Indenture shall cease to be of further effect with respect to the Notes of
such series or Tranche (except as to any surviving rights of registration of
transfer or exchange of Notes herein expressly provided for), and the Trustee,
on demand of and at the cost and expense of the Company and subject to Section
15.04, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture with respect to the Notes of such series or Tranche.
The Company agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee in connection with this
Indenture or the Notes of such series or Tranche.

     SECTION 13.02 DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All moneys
deposited with the Trustee pursuant to Section 13.01 and the proceeds of any
obligations or Funding Agreements deposited with the Trustee pursuant to Section
13.01 or 13.05 shall be held in trust and applied by it to the payment, either
directly or through any Paying Agent (including the Company if acting as its own
Paying Agent), to the holders of the particular Notes for the payment or
redemption of which

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<PAGE>

such moneys have been deposited with the Trustee, of all sums due and to become
due thereon for principal and interest, if any.

     SECTION 13.03 PAYING AGENT TO REPAY MONEYS HELD. In connection with the
satisfaction and discharge of this Indenture with respect to Notes of any series
or Tranche, all moneys with respect to such Notes then held by any Paying Agent
under the provisions of this Indenture shall, upon demand of the Company, be
repaid to it or paid to the Trustee and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

     SECTION 13.04 RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or paid
to the Trustee or any Paying Agent for the payment of the principal of or
interest, if any, on any Note and not applied but remaining unclaimed for two
years after the date upon which such principal or interest, if any, shall have
become due and payable, shall, unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property law, be repaid to the
Company by the Trustee or such Paying Agent on demand, and the holder of such
Note shall thereafter look only to the Company for any payment which such holder
may be entitled to collect and all liability of the Trustee or any Paying Agent
with respect to such moneys shall thereupon cease.

     SECTION 13.05 SATISFACTION, DISCHARGE AND DEFEASANCE OR COVENANT DEFEASANCE
OF NOTES OF ANY SERIES. The provisions of this Section 13.05 shall be applicable
except as otherwise specified for Notes of a particular series or Tranche within
a series in accordance with Section 2.01(13). At the Company's option, either
(a) the Company shall be deemed to have paid and discharged the entire
indebtedness on all the outstanding Notes of any such series or Tranche and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of such indebtedness or (b) the Company
shall cease to be under any obligation to comply with respect to such series or
Tranche with any term, provision, condition or covenant in Article Eleven or
Article Twelve of this Indenture and any other term, provision, condition or
covenant specified with respect to such series or Tranche as contemplated by
Section 2.01(13), and the applicable series or Tranche of Notes shall cease to
be deemed outstanding for purposes of any waiver, consent or direction relating
to any such term, provision, condition or covenant (a "covenant defeasance"),
when

     (1)  (A)  with respect to all outstanding Notes of such series or Tranche,
     either:

               (i) the Company has deposited or caused to be deposited with the
          Trustee as trust funds in trust for the purpose an amount (in such
          currency in which such outstanding Notes are then specified as payable
          at stated maturity) sufficient to pay and discharge the entire
          indebtedness of all outstanding Notes of such series or Tranche for
          principal and interest,

                                       59

<PAGE>

          if any, to the Stated Maturity or any Redemption Date established in
          accordance with this Section 13.05, as the case may be; or

               (ii)  the Company has deposited or caused to be deposited with
          the Trustee as obligations in trust for the purpose such amount of
          direct noncallable obligations of, or noncallable obligations the
          payment of principal of and interest on which is fully guaranteed by,
          the United States of America, or to the payment of which obligations
          or guarantees the full faith and credit of the United States of
          America is pledged, maturing as to principal and interest in such
          amounts and at such times as will, together with the income to accrue
          thereon (but without reinvesting any proceeds thereof) and any funds
          or Funding Agreements deposited under clause (i) or (iii) hereof,
          respectively, be sufficient to pay and discharge the entire
          indebtedness on all outstanding Notes of such series or Tranche for
          principal and interest, if any, to the Stated Maturity or any
          Redemption Date established in accordance with this Section 13.05, as
          the case may be; or

               (iii) the Company has (a) deposited or caused to be deposited
          with the Trustee Funding Agreements of the Company providing for,
          together with funds, if any, deposited under clause (i) and
          obligations, if any, deposited under clause (ii), the payment to the
          Trustee of the entire indebtedness on all outstanding Notes of such
          series or Tranche for principal and interest, if any, to the Stated
          Maturity or any Redemption Date established in accordance with this
          Section 13.05, as the case may be and (b) delivered to the Trustee an
          Opinion of Counsel to the effect that such Funding Agreements have
          been duly authorized and validly issued by the Company in accordance
          with applicable insurance laws, are binding and enforceable against
          the Company in accordance with their terms (subject to applicable
          bankruptcy, insolvency and similar laws), constitute Funding
          Agreements within the meaning of Section 1321 of Chapter 175 of the
          Massachusetts General Laws (or any successor statute) and in the event
          of the insolvency of the Company, the claim of the Trustee for payment
          pursuant to the terms of such Funding Agreements would rank pari passu
          with the claims of policyholders of the Company and ahead of the
          claims of general unsecured creditors of the Company, including the
          claims of holders of the Notes;

          (B)  the Company has properly fulfilled such other terms and
     conditions to the satisfaction and discharge as is specified, as
     contemplated by Section 2.01, as applicable to the Notes of such series,
     and

     (2)  The Company has paid or caused to be paid all other sums payable with
respect to the outstanding Notes of such series or Tranche (other than future
Additional Amounts, if any), and

     (3)  The Company has delivered to the Trustee an Opinion of Counsel to the
effect that the holders of the outstanding Notes of such series or Tranche will
not recognize income, gain or loss for Federal income tax purposes as a result
of such deposit, defeasance and discharge or covenant defeasance, as applicable,
and will be subject to Federal income tax on the same amounts and in the same
manner and at the

                                       60

<PAGE>

same times, as would have been the case if such deposit, defeasance and
discharge or covenant defeasance, as applicable, had not occurred, and

     (4)  The Company has delivered to the Trustee an Officer's Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of the entire
indebtedness on all outstanding Notes of any such series or Tranche or to the
covenant defeasance of all outstanding Notes of such series or Tranche, as
applicable, have been complied with.

     Any deposits with the Trustee referred to in Section 13.05(1)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any outstanding
Notes of such series or Tranche are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory sinking fund requirement or otherwise, the
applicable escrow trust agreement shall provide therefor and the Company shall
make such arrangements as are satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

     The Trustee shall have the right (but not the obligation) to require the
Company to deliver to the Trustee the certification of a nationally recognized
firm of independent public accountants, or other evidence satisfactory to the
Trustee, as to the sufficiency of the deposits made by the Company pursuant to
Section 13.05(1)(A) above to provide for the applicable payments specified in
such Section 13.05(1)(A).

     Unless otherwise provided in any Issuance Order or supplemental indenture
pertaining to a series of Notes, or Tranche within a series of Notes, with
respect to which the Company is obligated to pay Additional Amounts, the
Company's obligation to pay such Additional Amounts, and the Company's
redemption rights under Section 3.03 of this Indenture, shall survive any
defeasance pursuant to this Section 13.05.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the obligations deposited pursuant
to Section 13.05(1)(A)(ii) or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the holders of outstanding Notes.

     Notwithstanding any covenant defeasance with respect to Article Eleven, any
corporation or person that otherwise would have been required to assume the
obligations of the Company pursuant to said Article shall be required, unless
otherwise agreed by the Company or such corporation or person and the Trustee,
as a condition to any merger, consolidation, sale, assignment, transfer, lease
or conveyance contemplated thereby, to assume the obligations of the Company to
the Trustee under Section 7.06 and the immediately preceding paragraph.

                                       61

<PAGE>

                                ARTICLE FOURTEEN
                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS

     SECTION 14.01  INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS. No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, or in any Note, or because of any indebtedness evidenced thereby,
shall be had against any incorporator, or against any past, present or future
stockholder, officer or director, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Notes by the holders thereof and as part of the consideration
for the issue of the Notes.

                                ARTICLE FIFTEEN
                            MISCELLANEOUS PROVISIONS

     SECTION 15.01  BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND HOLDERS.
Nothing in this Indenture or in the Notes, expressed or implied, shall give or
be construed to give to any person, other than the parties hereto and their
successors and the holders of the Notes, any legal or equitable right, remedy or
claim under this Indenture or under any covenant or provision herein contained,
all such covenants and provisions being for the sole benefit of the parties
hereto and their successors and of the holders of the Notes.

     SECTION 15.02  PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 15.03  ADDRESSES FOR NOTICES, ETC. Except as otherwise specifically
provided for in the Indenture, any notice or demand which by any provision of
this Indenture is required or permitted to be given or served by the Trustee or
by the holders of Notes to or on the Company may be given or served by being
deposited postage prepaid first class mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee), as follows:
John Hancock Life Insurance Company, Attention: Corporate Secretary, John
Hancock Place, 200 Clarendon Street, P.O. Box 111, Boston, Massachusetts 02117.
Except as otherwise specifically provided for in the Indenture, any notice,
direction, request or demand by any Noteholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee, which as of the
date of this Indenture is JPMorgan Chase Bank, 450 West 33rd Street, 15th Floor,
New York, NY 10001, Attention: Institutional Trust Services.

     SECTION 15.04  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the

                                       62

<PAGE>

Trustee an Officer's Certificate stating that all conditions precedent provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture (other than the certificate required by Section 5.03(c)) shall
include (1) a statement that the person making such certificate or opinion has
read such covenant or condition; (2) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that, in the
opinion of such person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not such
covenant or condition has been complied with; and (4) a statement as to whether
or not, in the opinion of such person, such condition or covenant has been
complied with.

     SECTION 15.05  LEGAL HOLIDAYS. Unless otherwise specified in an Issuance
Order, supplemental indenture or Note, in any case where the date of maturity of
any interest or Additional Amounts or principal of any Note or the date fixed
for redemption of any Note shall not be a Business Day in the Place of Payment,
then payment of any interest or Additional Amounts or principal of such Notes,
need not be made on such date but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the
date fixed for redemption, and no interest shall accrue for the period after
such date.

     SECTION 15.06  TRUST INDENTURE ACT TO CONTROL. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939 (an "incorporated provision"),
such incorporated provision shall control.

     SECTION 15.07  EXECUTION IN COUNTERPARTS. This Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

     SECTION 15.08  NEW YORK CONTRACT. This Indenture and each Note shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of
said State, regardless of the laws that might otherwise govern under applicable
New York principles of conflicts of law and except as may otherwise be required
by mandatory provisions of law.

                                       63

<PAGE>

     SECTION 15.09  SEVERABILITY OF PROVISIONS. Any prohibition, invalidity or
unenforceability of any provision of this Indenture in any jurisdiction shall
not invalidate or render unenforceable the remaining provisions hereto in such
jurisdiction and shall not invalidate or render unenforceable such provisions in
any other jurisdiction.

     SECTION 15.10  COMPANY RELEASED FROM INDENTURE REQUIREMENTS UNDER CERTAIN
CIRCUMSTANCES. Whenever in this Indenture the Company shall be required to do or
not to do anything so long as any of the Notes of any series shall be
outstanding, the Company shall, notwithstanding any such provision, not be
required to comply with such provisions if it shall be entitled to have this
Indenture satisfied and discharged pursuant to the provisions hereof, even
though in either case the holders of any of the Notes of that series shall have
failed to present and surrender them for payment pursuant to the terms of this
Indenture.

JPMorgan Chase Bank hereby accepts the trusts in this Indenture declared and
provided, upon the terms and conditions hereinabove set forth.

     IN WITNESS WHEREOF, JOHN HANCOCK LIFE INSURANCE COMPANY has caused this
Indenture to be signed and acknowledged by one of its Senior Vice Presidents or
one of its Vice Presidents, and its corporate seal to be affixed hereunto, and
the same to be attested by its Secretary or an Assistant Secretary; and JPMorgan
Chase Bank has caused this Indenture to be signed, and its corporate seal to be
affixed hereunto, and the same to be attested by its duly authorized officers,
all as of the day and year first above written.

                                    JOHN HANCOCK LIFE INSURANCE COMPANY
[Corporate Seal]



                                    By:    _____________________________________
Attest:                             Name:
                                    Title:



                                    JPMORGAN CHASE BANK
[Corporate Seal]



                                    By:   ______________________________________
Attest:                             Name:
                                    Title:

                                       64

<PAGE>

COMMONWEALTH OF MASSACHUSETTS )
                              )    SS.
SUFFOLK COUNTY                )

     On the ___ day of ___________, 2002, before me personally came __________,
to me known, who, being by me duly sworn, did depose and say that he resides at
____________________________; that he is a ______________ of JOHN HANCOCK LIFE
INSURANCE COMPANY, one of the parties described in and which executed the above
instruments; that he knows the corporate seal of said Company; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said Company and that he signed his name
thereto by like authority.

[Notarial Seal]


____________________________
Notary Public

STATE OF NEW YORK             )
                              )    SS.
COUNTY OF NEW YORK            )

     On the ___ day of _____________, 2002, before me personally came
_____________, to me known, who, being by me duly sworn, did depose and say that
he/she resides at ______________________________________; that he/she is a
__________________ of JPMORGAN CHASE BANK, one of the parties described in and
which executed the above instrument; that he/she knows the corporate seal of
said JPMORGAN CHASE BANK; that the seal affixed to the said instrument is such
corporate seal; that it was affixed by authority of the Board of Directors of
said JPMORGAN CHASE BANK, and that he/she signed his/her name thereto by like
authority.

[Notarial Seal]


____________________________
Notary Public

                                       65

<PAGE>

                                    Exhibit A
                        (Form of Face of Book-Entry Note)

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC and any payment is made to Cede & Co.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.

REGISTERED NO.______________________________         CUSIP NO.__________________


Interest Rate:______________________________         Principal Amount: $________


Issue Date:   ______________________________


Maturity Date:______________________________


Interest Payment Date(s):___________________


Redemption Provisions:______________________


Repayment Provisions:_______________________


Survivor's Option:__________________________

                                      A-1






<PAGE>

                       JOHN HANCOCK LIFE INSURANCE COMPANY
                              [SIGNATURENOTES(SM)]

         For value received, JOHN HANCOCK LIFE INSURANCE COMPANY, a stock life
insurance company duly organized and existing under the laws of the Commonwealth
of Massachusetts (hereinafter called the "Company"), hereby promises to pay to
Cede & Co., or registered assigns, at the office of __________________,
_____________, __________, ________________, the principal amount stated above
on the Maturity Date stated above, in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest thereon at the Interest Rate per
annum stated above (on the basis of a 360 day year of twelve 30 day months), in
like coin or currency, on the Interest Payment Date(s) set forth above and on
the Maturity Date (or on the date of redemption or repayment by the Company
prior to maturity pursuant to mandatory or optional redemption provisions,
provisions for redemption by the Company upon a Determination of Tax Event, or
the Survivor's Option, in each case if provided in any Issuance Order or
supplemental indenture applicable to this Note). The interest so payable on any
Interest Payment Date will, subject to certain exceptions provided in the
Indenture referred to below, be paid to the person in whose name this Note is
registered (i) if such Interest Payment Date occurs on the 15th day of a month,
at the close of business on the first day (whether or not a Business Day) of the
calendar month in which such Interest Payment Date occurs, (ii) if such Interest
Payment Date occurs on the first day of a month, at the close of business on the
15th day (whether or not a Business Day) of the calendar month preceding the
month in which such Interest Payment Date occurs, or (iii) if such Interest
Payment Date occurs on any day other than the first or 15th day of the month, at
the close of business on the 15th day (whether or not a Business Day) preceding
such Interest Payment Date; provided that, notwithstanding the foregoing
clauses (i), (ii) and (iii), the Regular Record Date with respect to the final
Interest Payment Date will be the final Interest Payment Date. At the option of
the Company, interest may be paid by check to the registered holder hereof
entitled thereto at his last address as it appears on the registry books, and
principal may be paid by check to the registered holder hereof or other person
entitled thereto against surrender of this Note.

         Each payment of interest on a Note shall include accrued interest from
and including the Issue Date or from and including the last day in respect of
which interest has been paid (or duly provided for), as the case may be, to, but
excluding, the Interest Payment Date or the day to which the principal hereof
has been paid (or duly provided for), as the case may be.

         Additional Amounts shall be payable if so provided in the Issuance
Order or supplemental indenture applicable to this Note.

         This Global Note is one of a duly authorized issue of Notes of the
Company designated as its [SignatureNotes(SM)] (hereinafter called the "Notes"),
all issued or to be issued under and pursuant to an indenture dated as of
__________ __, 2002 (herein called the "Indenture") duly executed by the Company
to JPMorgan Chase Bank, Trustee (hereinafter, together with any successor
thereto, called the "Trustee"), to which Indenture and all indentures
supplemental thereto or Issuance Orders relating thereto, reference is hereby
made for a description of the rights, duties and immunities thereunder of the
Trustee and the rights thereunder of the holders of the Notes.

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall

                                      A-2

<PAGE>

become, due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of all affected series or Tranches of Notes at the
time outstanding, evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or any supplemental indenture
or modifying in any manner the rights of the holders of the Notes; provided,
that no such supplemental indenture shall (i) change the fixed maturity of any
Note, or reduce the principal amount thereof, or reduce the rate or extend the
time of payment of interest thereon, without the consent of the holder of each
Note so affected or (ii) reduce the aforesaid percentage of Notes, the consent
of the holders of which is required for any supplemental indenture, without the
consent of the holders of all affected Notes then outstanding.

         No reference herein to the Indenture and no provision of this Global
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Global Note at the places, at the respective times, at the rate, and in the
coin or currency, herein prescribed.

         Upon due presentment for registration of transfer of this Global Note
at the office or agency of the Company in the Borough of Manhattan, the City of
New York, a new Global Note for an equal aggregate principal amount will be
issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.

         The Company and the Trustee may deem and treat the registered holder
hereof as the absolute owner hereof (whether or not this Global Note shall be
overdue), for the purpose of receiving payment of or on account of the principal
hereof and (subject to Section 2.03 of the Indenture) interest hereon and for
all other purposes, and neither the Company nor the Trustee shall be affected by
any notice to the contrary.

         No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such personal
liability of every incorporator, stockholder, officer and director, as such,
being expressly waived and released by the acceptance hereof and as a condition
of and as part of the consideration for the issuance of this Global Note.

         Under certain circumstances described in the Indenture, the Company
will issue Notes in definitive form in exchange for the Global Notes. In such
event, an owner of a beneficial interest in the Global Notes will be entitled to
have Notes equal in aggregate

                                      A-3

<PAGE>

principal amount to such beneficial interests registered in its name and will be
entitled to physical delivery of such Notes in definitive form. Notes so issued
in definitive form will be issued as registered Notes without coupons in
denominations of $1,000 or any amount in excess thereof that is an integral
multiple of $l,000.

      This Global Note shall be governed by and construed in accordance with
the laws of the State of New York without giving effect to principles of
conflicts of laws of such state.

      Capitalized terms used herein without definition and which are defined in
the Indenture shall have the respective meanings assigned thereto in the
Indenture.

      This Global Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by the
Trustee under the Indenture.

      WITNESS THE SEAL OF THE COMPANY AND THE SIGNATURE OF ITS DULY AUTHORIZED
OFFICER.

                                            JOHN HANCOCK LIFE INSURANCE COMPANY


Date: _____________________________         By:________________________________
                                               Title


[SEAL]





                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE NOTES DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.

                                            ___________________________________,
                                            AS TRUSTEE


                                            By:_________________________________
                                               Authorized Officer

                                      A-4




<PAGE>

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:


________________________________________.





Please print or typewrite name and address including postal zip code of
assignee:

________________________________________________________________________________

________________________________________________________________________________

the within Global Note of JOHN HANCOCK LIFE INSURANCE COMPANY and hereby does
irrevocably constitute and appoint__________________________Attorney to transfer
the said Global Note on the books of the within-mentioned Company, with full
power of substitution in the premises.

Dated:_____________________

SIGN HERE _________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS GLOBAL NOTE IN
EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

                                      A-5

<PAGE>

                                    Exhibit B
                             Form of Issuance Order

        ISSUANCE ORDER UNDER SECTION 2.01 AND OFFICER'S CERTIFICATE UNDER
                                 SECTION 15.04

                                      Date:

JPMorgan Chase Bank, as Trustee
450 West 33rd Street, 15th Floor
New York, NY 10001

Ladies and Gentlemen:

You are hereby directed to:

[circle (i) or (ii), as applicable]

                  (i)  authenticate on the Issue Date set forth below the
          enclosed Note(s), which has or have been duly executed by an officer
          of the Company, pursuant to Sections 2.05 and 2.06 of the Indenture
          between you and John Hancock Life Insurance Company (the "Company")
          dated June __, 2002, as amended (the "Indenture");

                   or

                  (ii) authenticate and complete (based on the terms and
         conditions set forth below) on the Issue Date set forth below the Note
         or Notes of the Company to be issued pursuant to the Indenture, which
         Note or Notes has or have been duly executed by an officer of the
         Company pursuant to Sections 2.05 and 2.06 of the Indenture;

         You are instructed to hold the Note(s), as so authenticated and (if
applicable) completed, in custody pursuant to the Medium-Term Note Certificates
Agreement between you and The Depository Trust Company dated December 2, 1988
and cause the Note(s) to be registered in the name of Cede & Co. Your
responsibilities with respect to such Note(s) are more fully set forth in the
Indenture and the Administrative Procedures set forth in Exhibit A to the
Company Order dated __________ delivered to you by the Company. Defined terms
used in this Issuance Order and not otherwise defined shall have the meanings
set forth in the Indenture.

         The Note(s) issued pursuant to this Issuance Order is/are to be issued
on the terms and conditions set forth below:

Aggregate
Principal
Amount to be
issued pursuant
to this Issuance
Order:           _____________
Issue Date:      _____________
Designation of                      (SignatureNotes, unless otherwise indicated)
Series:          _____________
Limit on                            (None, unless otherwise indicated)

                                       B-1

<PAGE>

<TABLE>
<S>                       <C>                      <C>
Aggregate
Principal
Amount:                   _____________________
Date on which
Principal is              See attached Pricing
Payable:                  Supplement
Interest Rate:            See attached Pricing
                          Supplement

Date from which                                    (Date of issuance, unless otherwise indicated)
Interest Accrues:         _____________________
Interest Payment          See attached Pricing
Date Frequency            Supplement
and First
Payment Date:
Interest Payment                                   Leave blank, unless other than: (i) for monthly interest
Dates (if other                                    payment Notes, the 15th day of each calendar month commencing
than as provided in                                in the calendar month following the month in which the Note
section 4.01 of                                    is issued; (ii) for quarterly interest payment Notes, the
indenture):                                        15th day of each third month, commencing in the third
                                                   calendar month following the month in which the Note is
                                                   issued; (iii) for semi-annual interest payment Notes, the
                                                   15th day of each sixth month, commencing in the sixth
                                                   calendar month following the month in which the Note is
                          _______________________  issued; or (iv) for annual interest payment Notes, the 15/th/
                                                   day of each twelfth month, commencing in the twelfth calendar
Regular Record                                     month following the month in which the Note is issued.
Date for Interest                                  (first day of the calendar month in which Interest Payment
Payments:                                          Date occurs and, for the final Interest Payment Date, such
                                                   Interest Payment Date, unless otherwise indicated)

                          _____________________    (None, unless otherwise indicated)

Additional
Places for
Principal or
Interest
Payments:


                          _____________________
Redemption at             See attached Pricing     None, unless otherwise indicated)
Company's                 Supplement
Option:
Tax Event
Redemption:               See attached Pricing     (None, unless otherwise indicated)
Mandatory                 Supplement
Redemption                See attached Pricing     (None, unless otherwise indicated)
or Purchase               Supplement
Survivor's                                         (Yes or No)
Option*:                  _____________________
</TABLE>

                                      B-2

<PAGE>

<TABLE>
<S>                <C>                      <C>
Survivor's         See attached Pricing     (One year, unless otherwise indicated)
Option             Supplement
Blackout
Period:
Annual Put         See attached Pricing
Limit:             Supplement
Individual Put     See attached Pricing
Limit:             Supplement
Denominations
other than $1000
and $1,000
multiples:         _____________________
Portion of
Principal                                   (Leave blank, unless other than 100% of principal
Amount Payable                              amount, in which case insert formula)
Upon
Acceleration of
Maturity (if
other than 100%
of Principal
Amount):           _____________________
Depositaries for                            (Only if different than DTC)
the Note(s):       _____________________
Global Note(s)
Initially Issuable                          (No, unless otherwise indicated)
in
Temporary
Form:              _____________________
Conditions on
Issuance of                                 (Inapplicable, unless (i) Global Notes and (ii)
Notes in                                    different to from Section 2.07 of indenture)
Definitive Form
to Beneficial
Owners:            _____________________
Limitations on
Provisions for
Defeasance or                               (If applicable)
Covenant
Defeasance of
the Notes:         _____________________
Additional
Provisions
subject to
Covenant                                    (If applicable)
Defeasance:

                   _____________________
Conditions to
Issuance of
Notes                                       (If applicable)
in Definitive
Form:              _____________________
Issuance of                                 (No, unless otherwise indicated)
</TABLE>

                                      B-3

<PAGE>

<TABLE>
<S>                <C>                      <C>
Notes in
Certified
Form:
                   _____________________

Trustee(s),
depositor(y)(ies),
authenticating or
paying agent(s),                            (If applicable)
registrar(s) or
other agents if
different from
Indenture:

                   _____________________
Additional                                  (No, unless otherwise indicated)
Amounts            _____________________
Redemption                                  (If different from 30-60 days prior to redemption date)
Notice
Requirements       _____________________
</TABLE>

Any other terms of the series not described above:


*If a Zero Coupon Note, the repayment date for notes accepted for repayment
pursuant to the exercise of the Survivor's Option shall be no later than
__________________.

     In connection with this Issuance Order the undersigned has read the
Indenture, including the provisions of Section 2.06 and 2.01 and the definitions
relating thereto, the applicable resolutions of the Board of Directors
authorizing the issuance of the Notes and the attached Pricing Supplement. In
the opinion of the undersigned, he has made such examination or investigation as
is necessary to enable him to express an informed opinion as to whether or not
all conditions precedent provided in the Indenture relating to the establishment
of the form and terms of a series or Tranche of Notes, as applicable to the
Note(s) and to the authentication and delivery thereof under the Indenture have
been complied with. In the opinion of the undersigned, all such conditions
precedent have been complied with.

                                            Very truly yours,

                                            JOHN HANCOCK LIFE INSURANCE COMPANY

                                            By:_________________________________

ACKNOWLEDGED:

                                            [TRUSTEE]


                                            By: ________________________________
                                            Name:
                                            Title:

                                      B-4