<PAGE>


                                                                     EXHIBIT 4.1

================================================================================

                          MEDCO HEALTH SOLUTIONS, INC.

                                      TO

                      U.S. BANK TRUST NATIONAL ASSOCIATION
                                                Trustee

                                ______________

                                Form of Indenture

                           Dated as of ______, 2002

                                ______________

================================================================================

<PAGE>

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

    Certain Sections of this Indenture relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:
<TABLE>
<CAPTION>
   Trust Indenture
     Act Section                                                                 Indenture Section
<S>                                                                              <C>
[SEC]310(a)(1)          .......................................................  609
        (a)(2)          .......................................................  609
        (a)(3)          .......................................................  Not Applicable
        (a)(4)          .......................................................  Not Applicable
        (b)             .......................................................  608
                                                                                 610
[SEC]311(a)             .......................................................  613
        (b)             .......................................................  613
[SEC]312(a)             .......................................................  701
                                                                                 702
        (b)             .......................................................  702
        (c)             .......................................................  702
[SEC]313(a)             .......................................................  703
        (b)             .......................................................  703
        (c)             .......................................................  703
        (d)             .......................................................  703
[SEC]314(a)             .......................................................  704
        (a)(4)          .......................................................  101
                                                                                 1004
        (b)             .......................................................  Not Applicable
        (c)(1)          .......................................................  102
        (c)(2)          .......................................................  102
        (c)(3)          .......................................................  Not Applicable
        (d)             .......................................................  Not Applicable
        (e)             .......................................................  102
[SEC]315(a)             .......................................................  601
        (b)             .......................................................  602
        (c)             .......................................................  601
        (d)             .......................................................  601
        (e)             .......................................................  514
[SEC]316(a)             .......................................................  101
        (a)(1)(A)       .......................................................  502
                                                                                 512
        (a)(1)(B)       .......................................................  513
        (a)(2)          .......................................................  Not Applicable
        (b)             .......................................................  508
        (c)             .......................................................  104
[SEC]317(a)(1)          .......................................................  503
        (a)(2)          .......................................................  504
        (b)             .......................................................  1003
[SEC]318(a)             .......................................................  107
</TABLE>

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

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

<PAGE>




                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              PAGE
<S>                                                                                      <C>     <C>
PARTIES                                                                                          1

RECITALS OF THE COMPANY                                                                          1

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

SECTION 101.   Definitions...............................................................1
               Act.......................................................................2
               Affiliate; control........................................................2
               Attributable Debt.........................................................2
               Authenticating Agent......................................................2
               Board of Directors........................................................2
               Board Resolution..........................................................2
               Business Day..............................................................2
               Commission................................................................2
               Company...................................................................2
               Company Request; Company Order............................................3
               Consolidated Net Tangible Assets..........................................3
               Consolidated Subsidiary...................................................3
               Corporate Trust Office....................................................3
               corporation...............................................................3
               Covenant Defeasance.......................................................3
               Defaulted Interest........................................................3
               Defeasance................................................................3
               Depositary................................................................3
               Exempted Debt.............................................................4
               Event of Default..........................................................4
               Exchange Act..............................................................4
               Expiration Date...........................................................4
               Global Security...........................................................4
               Holder....................................................................4
               Indebtedness..............................................................4
               Indenture.................................................................4
               interest..................................................................4
               Interest Payment Date.....................................................4
               Investment Company Act....................................................4
               Lien......................................................................5
               Maturity..................................................................5
               Notice of Default.........................................................5
</TABLE>

-----------------------------------
NOTE:  This Table of contents shall not, for any purpose, be deemed to be a
party of the Indenture.

<PAGE>


<TABLE>
<CAPTION>
                                                                                      PAGE
<S>                                                                                      <C>
               Officers' Certificate.....................................................5
               Opinion of Counsel........................................................5
               Original Issue Discount Security..........................................5
               Outstanding...............................................................5
               Paying Agent..............................................................6
               Person....................................................................6
               Place of Payment..........................................................6
               Predecessor Security......................................................6
               Principal Property........................................................7
               Redemption Date...........................................................7
               Redemption Price..........................................................7
               Regular Record Date.......................................................7
               Responsible Officer.......................................................7
               Sales and Lease-Back Transaction..........................................7
               Securities................................................................7
               Securities Act............................................................7
               Security Register; Security Registrar.....................................7
               Special Record Date.......................................................8
               Stated Maturity...........................................................8
               Subsidiary................................................................8
               Trust Indenture Act.......................................................8
               Trustee...................................................................8
               U.S. Government Obligation................................................8
               Vice President............................................................8
SECTION 102.   Compliance Certificates and Opinions......................................8
SECTION 103.   Form of Documents Delivered to Trustee....................................9
SECTION 104.   Acts of Holders; Record Dates.............................................9
SECTION 105.   Notices, Etc., to Trustee and Company....................................11
SECTION 106.   Notice to Holders; Waiver................................................12
SECTION 107.   Conflict with Trust Indenture Act........................................12
SECTION 108.   Effect of Headings and Table of Contents.................................12
SECTION 109.   Successors and Assigns...................................................12
SECTION 110.   Separability Clause......................................................13
SECTION 111.   Benefits of Indenture....................................................13
SECTION 112.   Governing Law............................................................13
SECTION 113.   Legal Holidays...........................................................13
SECTION 114.   No Recourse Against Others...............................................13

ARTICLE TWO SECURITY FORMS..............................................................13

SECTION 201.   Forms Generally..........................................................13
SECTION 202.   Form of Face of Security.................................................14
SECTION 203.   Form of Reverse of Security..............................................16
SECTION 204.   Form of Legend for Global Securities.....................................20
SECTION 205.   Form of Trustee's Certificate of Authentication..........................21
</TABLE>

                                      ii

<PAGE>

<TABLE>
<CAPTION>
                                                                                      PAGE
<S>                                                                                     <C>
ARTICLE THREE THE SECURITIES............................................................21

SECTION 301.   Amount Unlimited; Issuable in Series.....................................21
SECTION 302.   Denominations............................................................24
SECTION 303.   Execution, Authentication, Delivery and Dating...........................24
SECTION 304.   Temporary Securities.....................................................25
SECTION 305.   Registration, Registration of Transfer and Exchange......................26
SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities.........................27
SECTION 307.   Payment of Interest; Interest Rights Preserved...........................28
SECTION 308.   Persons Deemed Owners....................................................29
SECTION 309.   Cancellation.............................................................29
SECTION 310.   Computation of Interest..................................................30

ARTICLE FOUR SATISFACTION AND DISCHARGE.................................................30

SECTION 401.   Satisfaction and Discharge of Indenture..................................30
SECTION 402.   Application of Trust Money...............................................31

ARTICLE FIVE REMEDIES...................................................................31

SECTION 501.   Events of Default........................................................31
SECTION 502.   Acceleration of Maturity; Rescission and Annulment.......................33
SECTION 503.   Collection of Indebtedness and Suits for Enforcement by Trustee..........34
SECTION 504.   Trustee May File Proofs of Claim.........................................35
SECTION 505.   Trustee May Enforce Claims Without Possession of Securities..............35
SECTION 506.   Application of Money Collected...........................................36
SECTION 507.   Limitation on Suits......................................................36
SECTION 508.   Unconditional Right of Holders to Receive Principal, Premium and
                  Interest..............................................................37
SECTION 509.   Restoration of Rights and Remedies.......................................37
SECTION 510.   Rights and Remedies Cumulative...........................................37
SECTION 511.   Delay or Omission Not Waiver.............................................37
SECTION 512.   Control by Holders.......................................................37
SECTION 513.   Waiver of Past Defaults..................................................38
SECTION 514.   Undertaking for Costs....................................................38
SECTION 515.   Waiver of Usury, Stay or Extension Laws..................................38

ARTICLE SIX THE TRUSTEE.................................................................39

SECTION 601.   Certain Duties and Responsibilities......................................39
SECTION 602.   Notice of Defaults.......................................................39
SECTION 603.   Certain Rights of Trustee................................................39
SECTION 604.   Not Responsible for Recitals or Issuance of Securities...................40
SECTION 605.   May Hold Securities......................................................40
</TABLE>

                                      iii

<PAGE>

<TABLE>
<CAPTION>
                                                                                      PAGE
<S>                                                                                     <C>
SECTION 606.   Money Held in Trust......................................................40
SECTION 607.   Compensation and Reimbursement...........................................41
SECTION 608.   Conflicting Interests....................................................41
SECTION 609.   Corporate Trustee Required; Eligibility..................................41
SECTION 610.   Resignation and Removal; Appointment of Successor........................42
SECTION 611.   Acceptance of Appointment by Successor...................................43
SECTION 612.   Merger, Conversion, Consolidation or Succession to Business..............44
SECTION 613.   Preferential Collection of Claims Against Company........................44
SECTION 614.   Appointment of Authenticating Agent......................................44

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.........................46

SECTION 701.   Company to Furnish Trustee Names and Addresses of Holders................46
SECTION 702.   Preservation of Information; Communications to Holders...................46
SECTION 703.   Reports by Trustee.......................................................47
SECTION 704.   Reports by Company.......................................................47

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE......................47

SECTION 801.   Company May Consolidate, Etc., Only on Certain Terms.....................47
SECTION 802.   Successor Substituted....................................................48

ARTICLE NINE SUPPLEMENTAL INDENTURES....................................................48

SECTION 901.   Supplemental Indentures without Consent of Holders.......................48
SECTION 902.   Supplemental Indentures with Consent of Holders..........................50
SECTION 903.   Execution of Supplemental Indentures.....................................51
SECTION 904.   Effect of Supplemental Indentures........................................51
SECTION 905.   Conformity with Trust Indenture Act......................................51
SECTION 906.   Reference in Securities to Supplemental Indentures.......................51

ARTICLE TEN COVENANTS...................................................................51

SECTION 1001.  Payment of Principal, Premium and Interest...............................51
SECTION 1002.  Maintenance of Office or Agency..........................................52
SECTION 1003.  Money for Securities Payments to Be Held in Trust........................52
SECTION 1004.  Statement by Officers as to Default......................................53
SECTION 1005.  Existence................................................................53
SECTION 1006.  Maintenance of Properties................................................53
SECTION 1007.  Payment of Taxes and Other Claims........................................54
SECTION 1008.  Restriction on Liens.....................................................54
SECTION 1009.  Limitation on Sale and Lease-Back Transactions...........................56
</TABLE>

                                      iv

<PAGE>

<TABLE>
<CAPTION>
                                                                                      PAGE
<S>                                                                                     <C>
SECTION 1010.  Waiver of Certain Covenants..............................................57

ARTICLE ELEVEN REDEMPTION OF SECURITIES.................................................57

SECTION 1101.  Applicability of Article.................................................57
SECTION 1102.  Election to Redeem; Notice to Trustee....................................57
SECTION 1103.  Selection by Trustee of Securities to Be Redeemed........................58
SECTION 1104.  Notice of Redemption.....................................................58
SECTION 1105.  Deposit of Redemption Price..............................................59
SECTION 1106.  Securities Payable on Redemption Date....................................59
SECTION 1107.  Securities Redeemed in Part..............................................59

ARTICLE TWELVE SINKING FUNDS............................................................60

SECTION 1201.  Applicability of Article.................................................60
SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities....................60
SECTION 1203.  Redemption of Securities for Sinking Fund................................60

ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE.....................................61

SECTION 1301.  Company's Option to Effect Defeasance or Covenant Defeasance.............61
SECTION 1302.  Defeasance and Discharge.................................................61
SECTION 1303.  Covenant Defeasance......................................................61
SECTION 1304.  Conditions to Defeasance or Covenant Defeasance..........................62
SECTION 1305.  Deposited Money and U.S. Government Obligations to Be Held in
                  Trust; Miscellaneous Provisions.......................................64
SECTION 1306.  Reinstatement............................................................64
</TABLE>

                                      v

<PAGE>


         INDENTURE, dated as of __________, 2002 between Medco Health Solutions,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at 100
Parsons Pond Drive, Franklin Lakes, New Jersey 07417, and U.S. Bank Trust
National Association, a national banking association duly organized and existing
under the laws of the United States of America, as Trustee (herein called the
"Trustee").

                             RECITALS OF THE COMPANY

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.    Definitions.

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

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

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

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

         (4)    unless the context otherwise requires, any reference to an
     "Article" or a "Section" refers to an Article or a Section, as the case may
     be, of this Indenture; and

<PAGE>


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

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

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

         "Assignment and Assumption Agreement" means the Assignment and
Assumption Agreement, dated as of July  , 2002, between the Company and PAID
Prescriptions, L.L.C.

         "Attributable Debt" means, in connection with a Sale and Lease-Back
Transaction, the lesser of:

         (1)    the fair value of the assets subject to such transaction; or

         (2)    the present value of the obligations of the lessee for net
     rental payments during the term of any lease discounted at 1% per annum,
     compounded semiannually.

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

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

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

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

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

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the

                                      -2-

<PAGE>

applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary.

         "Consolidated Net Tangible Assets" means the total of all the assets
appearing on the consolidated balance sheet of the Company and its Subsidiaries,
as determined in accordance with generally accepted accounting principles, less
the following:

         (1)    current liabilities, including liabilities for indebtedness
     maturing more than 12 months from the date of the original creation thereof
     but maturing within 12 months from the date of determination;

         (2)    reserves for depreciation and other asset valuation reserves;
     and

         (3)    intangible assets including, but without limitation, such items
     as goodwill, trademarks, trade names, patents and unamortized debt discount
     and expenses carried as an asset on said balance sheet.

Consolidated Net Tangible Assets shall be determined as of the most recently
available annual or interim consolidated financial statements of the Company.

         "Consolidated Subsidiary" means any Subsidiary substantially all the
property of which is located, and substantially all the operations of which are
conducted, in the United States of America and whose financial statements are
consolidated with the Company's financial statements in accordance with
generally accepted accounting principles.

         "Corporate Trust Office" means the principal office of the Trustee or
the Security Registrar, as the case may be, at which at any particular time its
corporate trust business will be administered, which office as of the date
hereof is located at 100 Wall Street, New York, New York 10005, Attention:
Corporate Trust Administration.

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

         "Covenant Defeasance" has the meaning specified in Section 1303.

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

         "Defeasance" has the meaning specified in Section 1302.

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

                                      -3-

<PAGE>

         "Exempted Debt" with respect to any series of Securities means the sum
of the following as of the date of determination:

         (1)    Indebtedness of the Company or any Consolidated Subsidiary
     incurred after the date hereof and secured by any Lien not permitted by one
     or more of Clauses (1) through (9) of Section 1008; and

         (2)    Attributable Debt of the Company or any Consolidated Subsidiary
     in respect of every Sale and Lease-Back Transaction entered into after the
     date hereof involving the leasing of any asset for a period in excess of
     three years (including any extensions, renewals or replacements), other
     than any Sale and Lease-Back Transaction permitted pursuant to Clause (1),
     (2) or (3) or the last sentence of Section 1009.

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

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

         "Expiration Date" has the meaning specified in Section 104.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

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

         "Indebtedness" means all items classified as indebtedness in accordance
with generally accepted accounting principles on the Company's most recently
available annual or interim consolidated balance sheet.

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

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

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

         "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

                                      -4-

<PAGE>

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, security interest, lien (statutory or other), or
preference, priority or other security or similar agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

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

         "Notice of Default" means a written notice of the kind specified in
Section 501(4) or 501(5).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the Company.

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

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

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

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

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

         (3)    Securities as to which Defeasance has been effected pursuant to
     Section 1302; and

                                      -5-

<PAGE>

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

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

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

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

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

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

                                      -6-

<PAGE>

         "Principal Property" means (a) the land, land improvements, buildings
and fixtures (to the extent they constitute real property interests, including
any leasehold interest therein) constituting the principal corporate office, any
automated dispensing pharmacy, prescription processing center, call center, data
center or office (whether now owned or hereafter acquired) which is owned by the
Company or one of its Subsidiaries and is located in the United States of
America, but no such property shall be deemed a Principal Property if its gross
book value (before deducting accumulated depreciation) is less than 1% of the
Consolidated Net Tangible Assets, or (b) any shares of capital stock or
indebtedness of any Subsidiary owning any such property.

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

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301, whether or not a Business Day.

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

         "Sale and Lease-Back Transaction" means an arrangement between the
Company or a Consolidated Subsidiary and a lender or investor providing for the
leasing by the Company or a Consolidated Subsidiary of any Principal Property
which property has been or is to be sold or transferred by the Company or a
Consolidated Subsidiary to that lender or investor.

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

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

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

         "Significant Subsidiary" means any Consolidated Subsidiary that is a
"significant subsidiary" within the meaning of Rule 1-02(w) of Regulation S-X of
the Commission, as amended from time to time.

                                      -7-

<PAGE>

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

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

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

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

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

         "U.S. Government Obligation" has the meaning specified in Section 1304.

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

SECTION 102.    Compliance Certificates and Opinions.

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include,

                                      -8-

<PAGE>

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

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

         (3)    a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

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

SECTION 103.    Form of Documents Delivered to Trustee.

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

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

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

SECTION 104.    Acts of Holders; Record Dates.

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

                                      -9-

<PAGE>

Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

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

         The ownership of Securities shall be proved by the Security Register.

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

         The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided, however,
that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided, however, that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

                                      -10-

<PAGE>

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, however, that
no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Trustee from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided, however, that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 106, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

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

SECTION 105.    Notices, Etc., to Trustee and Company.

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

                                      -11-

<PAGE>

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

         (2)    the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument or at any other address previously
     furnished in writing to the Trustee by the Company.

SECTION 106.    Notice to Holders; Waiver.

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

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

SECTION 107.    Conflict with Trust Indenture Act.

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

SECTION 108.    Effect of Headings and Table of Contents.

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

SECTION 109.    Successors and Assigns.

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

                                      -12-

<PAGE>

SECTION 110.    Separability Clause.

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

SECTION 111.    Benefits of Indenture.

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

SECTION 112.    Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York but without giving effect to
applicable principles of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby.

SECTION 113.    Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

SECTION 114.    No Recourse Against Others.

         A director, officer, employee, incorporator or stockholder, as such, of
the Company shall not have any liability for any obligations of the Company
under the Securities or this Indenture. By accepting a Security, each Holder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.    Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and

                                      -13-

<PAGE>

such legends or endorsements placed thereon as may be required to comply with
the rules of any securities exchange or Depository therefor or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

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

SECTION 202.    Form of Face of Security.

         [If the Security is a Global Security, insert the legend as required by
Section 204.]

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

________________________

_________________________________

No. __________  $ __________

         Medco Health Solutions, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _________________ , or registered
assigns, the principal sum of ____________________  Dollars on _________________
[if the Security is to bear interest prior to Maturity, insert-- , and to pay
interest thereon from ___________________ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on ______________________ and _____________________ in each year, commencing ___
________________________ , at the rate of _______ % per annum, until the
principal hereof is paid or made available for payment [if applicable, insert--,
provided, however, that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of ___% per annum (to
the extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the _______________
or _____________________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business

                                      -14-

<PAGE>

on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.][if the Security is not to bear interest prior to
Maturity, insert-- . The principal of this Security shall not bear interest
except in the case of a default in payment of principal upon acceleration, upon
redemption or at Stated Maturity and in such case the overdue principal and any
overdue premium shall bear interest at the rate of ___% per annum (to the extent
that the payment of such interest shall be legally enforceable), from the dates
such amounts are due until they are paid or made available for payment. Interest
on any overdue principal or premium shall be payable on demand. [Any such
interest on overdue principal or premium which is not paid on demand shall bear
interest at the rate of % per annum (to the extent that the payment of such
interest on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment. Interest on
any overdue interest shall be payable on demand.]]

         Payment of the principal of (and premium, if any) and [if applicable,
insert-- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in The City of New York, New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [if applicable,
insert-- ; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register].

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

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

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

Dated:

                                  Medco Health Solutions, Inc.

                                  By:_________________________________________
                                     Name:
                                     Title:

                                  -15-

<PAGE>

Attest:

____________________________________
Name:
Title:

SECTION 203.    Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of _________ , 2002 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and U.S. Bank Trust National Association, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [if
applicable, insert-- , limited in aggregate principal amount to
$.____________].

         [If applicable, insert-- The Securities of this series are subject to
redemption at any time, upon not less than 30 days' notice by mail, as a whole
or from time to time in part, at the election of the Company [if applicable,
insert-- (provided, however, that, if the Company shall have elected pursuant
to the Indenture to defease [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Defaults with respect to this
Security], prior to making such election to redeem the Securities it shall have
deposited in trust amounts sufficient to pay the Redemption Price)], on any date
prior to their Stated Maturity at a Redemption Price equal to the greater of (i)
100% of the principal amount of such Securities to be redeemed, plus accrued
interest thereon to the Redemption Date and (ii) as determined by a Treasury
Dealer (as defined below), whose determination shall be binding absent manifest
error, the sum of the present values of the remaining scheduled payments of
principal and interest thereon, assuming for this purpose that the Securities
remain outstanding until maturity (not including any portion of such payments of
interest accrued as of the Redemption Date) discounted to the Redemption Date on
a semiannual compounding basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below), plus _______ basis
points, together in the case of any such redemption with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.

         "Treasury Rate" means the semiannual equivalent yield to maturity of
the Treasury Security referred to below that corresponds to the Treasury Price
referred to below (calculated in accordance with standard market practice and
computed as of the second trading day preceding the Redemption Date). "Treasury
Security" means the United States Treasury security that the Treasury Dealer
determines would be appropriate to use, at the time of determination and in
accordance with standard market practice, in

                                      -16-

<PAGE>

pricing the Securities being redeemed in a tender offer based on a spread to
United States Treasury yields. "Treasury Price" means the bid-side price for the
Treasury Security as of the third trading day preceding the Redemption Date, as
set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York on that trading day and designated
"Composite 3:30 p.m. Quotations for U.S. Government Securities", except that (i)
if that release (or any successor release) is not published or does not contain
that price information on that trading day; or (ii) if the Treasury Dealer
determines that price information is not reasonably reflective of the actual
bid-side price for the Treasury Security prevailing at 3:30 p.m., New York City
time, on that trading day, then Treasury Price will instead mean the bid-side
price for the Treasury Security at or around 3:30 p.m., New York City time, on
that trading day (expressed on a next trading day settlement basis) as
determined by the Treasury Dealer through such alternative means as the Treasury
Dealer considers to be appropriate under the circumstances. "Treasury Dealer"
means ___________________ (or its successor) or, if _________________ (or its
successor) refuses to act as Treasury Dealer for these purposes or ceases to be
a primary U.S. Government securities dealer, another nationally recognized
investment banking firm that is a primary U.S. Government securities dealers
specified by the Company for these purposes.]

         [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert--
(1) on __________ in any year commencing with the year _______ and ending with
the year ________ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert-- on or after ____________ ], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert-- on
or before ___________ and if redeemed] during the 12-month period beginning
__________________ of the years indicated,

Year                Redemption Price      Year           Redemption Price
------------------  -------------------  --------------  -----------------

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

         [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ________ in any
year commencing with the year ___________ and ending with the year __________
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert-- on or after _____________ ], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount)

                                      -17-

<PAGE>

set forth in the table below: If redeemed during the 12-month period beginning
on _____________ of the years indicated,

                     Redemption Price for             Redemption Price for
                     Redemption through               Redemption Otherwise
                     Operation of the                 than through Operation of
Year                 Sinking Fund                     the Sinking Fund
------------------  -------------------------------  ---------------------------

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

         [If applicable, insert-- Notwithstanding the foregoing, the Company
may not, prior to ___________, redeem any Securities of this series as
contemplated by [if applicable, insert-- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than ___________% per annum.]

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

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

          [If applicable, insert-- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

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

                                      -18-

<PAGE>

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

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

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

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

         As provided in and subject to the provisions of the Indenture, a
director, officer, employee, incorporator or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
this Security or the Indenture. By

                                      -19-

<PAGE>

accepting this Security, each Holder shall waive and release all such liability.
The waiver and release shall be part of the consideration for the issue of the
Securities.

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

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

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

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

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

SECTION 204.    Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                                      -20-

<PAGE>

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

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

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

                                           U.S. Bank Trust National Association,
                                                                      As Trustee

                                                  By:___________________________
                                                              Authorized Officer

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.    Amount Unlimited; Issuable in Series.

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

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

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

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

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

         (4)   the date or dates, or the method or methods, if any, by which
    such date or dates shall be determined, on which the principal of any
    Securities of the series is payable;

         (5)   the rate or rates at which any Securities of the series shall
    bear interest, if any, the date or dates from which any such interest shall
    accrue, the Interest Payment

                                      -21-

<PAGE>

    Dates on which any such interest shall be payable, or the method or methods,
    if any, by which such Interest Payment Dates shall be determined, and the
    Regular Record Date for any such interest payable on any Interest Payment
    Date;

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

         (7)   the period or periods within which, the price or prices at which
    and the terms and conditions upon which any Securities of the series may be
    redeemed, in whole or in part, at the option of the Company and, if other
    than by a Board Resolution, the manner in which any election by the Company
    to redeem the Securities shall be evidenced;

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

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

         (10)  if the amount of principal of or any premium or interest on any
    Securities of the series may be determined with reference to an index or
    pursuant to a formula, the manner in which such amounts shall be determined;

         (11)  if other than the currency of the United States of America, the
    currency, currencies or currency units in which the principal of or any
    premium or interest on any Securities of the series shall be payable and
    the manner of determining the equivalent thereof in the currency of the
    United States of America for any purpose, including for purposes of the
    definition of "Outstanding" in Section 101;

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

         (13)  if other than the entire principal amount thereof, the portion of
    the principal amount of any Securities of the series which shall be payable
    upon declaration of acceleration of the Maturity thereof pursuant to
    Section 502;

         (14)  if the principal amount payable at the Stated Maturity of any
    Securities of the series will not be determinable as of any one or more
    dates prior to the Stated Maturity, the amount which shall be deemed to be
    the principal amount of such Securities as of any such date for any purpose
    thereunder or hereunder, including the

                                      -22-

<PAGE>

    principal amount thereof which shall be due and payable upon any Maturity
    other than the Stated Maturity or which shall be deemed to be Outstanding
    as of any date prior to the Stated Maturity (or, in any such case, the
    manner in which such amount deemed to be the principal amount shall be
    determined);

         (15)  if applicable, that the Securities of the series, in whole or any
    specified part, shall be defeasible pursuant to Section 1302 or Section
    1303 or both such Sections and, if other than by a Board Resolution, the
    manner in which any election by the Company to defease such Securities
    shall be evidenced;

         (16)  if applicable, that any Securities of the series shall be
    issuable in whole or in part in the form of one or more Global Securities
    and, in such case, the respective Depositories for such Global Securities,
    the form of any legend or legends which shall be borne by any such Global
    Security in addition to or in lieu of that set forth in Section 204 and any
    circumstances in addition to or in lieu of those set forth in Clause (2) of
    the last paragraph of Section 305 in which any such Global Security may be
    exchanged in whole or in part for Securities registered, and any transfer
    of such Global Security in whole or in part may be registered, in the name
    or names of Persons other than the Depository for such Global Security or a
    nominee thereof;

         (17)  any addition to, change in or deletion from the Events of Default
    which applies to any Securities of the series and any change in the right
    of the Trustee or the requisite Holders of such Securities to declare the
    principal amount thereof due and payable pursuant to Section 502;

         (18)  any addition to, change in or deletion from the covenants set
    forth in Article Ten which applies to Securities of the series; and

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

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto; provided,
however, that if provided in or pursuant to the Board Resolution referred to
above and (subject to Section 303) set forth in the Officers' Certificate
referred to above or in any such indenture supplemental hereto, all Securities
of any one series need not be issued at the same time, and provided, however,
that except as may otherwise be provided in or pursuant to the Board Resolution
referred to above and (subject to Section 303) set forth in the Officers'
Certificate referred to above or in any such indenture supplemental hereto, any
series of Securities may be reopened without the consent of the Holders for
issuances of additional Securities of such series having the same terms and
conditions as all other outstanding Securities of such series, except for the
issue date, issue price and, if applicable, the amount of the first payment of
interest thereon. If so provided in the Board Resolution establishing any series
of Securities, the Company may establish further additional terms of such series
of Securities applicable to unissued additional Securities of such series
without the consent of the Holders.

                                      -23-

<PAGE>

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

SECTION 302.    Denominations.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303.    Execution, Authentication, Delivery and Dating.

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

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

         (1)  if the form of such Securities has been established by or pursuant
    to Board Resolution as permitted by Section 201, that such form has been
    established in conformity with the provisions of this Indenture;

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

         (3)  that such Securities, when authenticated and delivered by the
    Trustee and issued by the Company in the manner and subject to any
    conditions specified in such Opinion of Counsel, will constitute valid and
    legally binding obligations of the

                                      -24-

<PAGE>

    Company enforceable in accordance with their terms, subject to applicable
    bankruptcy, insolvency, fraudulent 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 Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

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

         Each Security shall be dated the date of its authentication.

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

SECTION 304.    Temporary Securities.

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

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Company shall execute and the

                                      -25-

<PAGE>

Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.

SECTION 305.    Registration, Registration of Transfer and Exchange.

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

         Upon surrender for registration of transfer of any Security of 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 Securities
of the same series, of any authorized denominations and of like tenor and
aggregate principal amount.

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

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

         Every Security presented or surrendered for registration of transfer 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 Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

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

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case

                                      -26-

<PAGE>

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 Securities selected for
redemption under Section 1103 and ending at the close of business on the day of
such mailing, or (B) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

         (1)  Each Global Security authenticated under this Indenture shall be
    registered in the name of the Depository designated for such Global Security
    or a nominee thereof and delivered to such Depository or a nominee thereof
    or custodian therefor, and each such Global Security shall constitute a
    single Security for all purposes of this Indenture.

         (2)  Notwithstanding any other provision in this Indenture, no Global
    Security may be exchanged in whole or in part for Securities registered, and
    no transfer of a Global Security in whole or in part may be registered, in
    the name of any Person other than the Depository for such Global Security or
    a nominee thereof unless (A) such Depository (i) has notified the Company
    that it is unwilling or unable to continue as Depository for such Global
    Security or (ii) has ceased to be a clearing agency registered under the
    Exchange Act, (B) there shall have occurred and be continuing an Event of
    Default with respect to such Global Security or (C) there shall exist such
    circumstances, if any, in addition to or in lieu of the foregoing as have
    been specified for this purpose as contemplated by Section 301.

         (3)  Subject to Clause (2) above, any exchange of a Global Security for
    other Securities may be made in whole or in part, and all Securities issued
    in exchange for a Global Security or any portion thereof shall be registered
    in such names as the Depository for such Global Security shall direct.

         (4)  Every Security authenticated and delivered upon registration of
    transfer of, or in exchange for or in lieu of, a Global Security or any
    portion thereof, whether pursuant to this Section, Section 304, 306, 906 or
    1107 or otherwise, shall be authenticated and delivered in the form of, and
    shall be, a Global Security, unless such Security is registered in the name
    of a Person other than the Depository for such Global Security or a nominee
    thereof.

SECTION 306.    Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such

                                      -27-

<PAGE>

Security has been acquired by a bona fide purchaser, the Company shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

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

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

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

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

SECTION 307.    Payment of Interest; Interest Rights Preserved.

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

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

         (1)  The Company may elect to make payment of any Defaulted Interest to
    the Persons in whose names the Securities of such series (or their
    respective Predecessor Securities) are registered at the close of business
    on a Special Record Date for the payment of such Defaulted Interest, which
    shall be fixed in the following manner. The Company shall notify the Trustee
    in writing of the amount of Defaulted Interest proposed to be paid on each
    Security of such series and the date of the proposed payment, and at the
    same time the Company shall deposit with the Trustee an amount of money
    equal to the aggregate amount proposed to be paid in respect of such
    Defaulted Interest or shall make arrangements satisfactory to the Trustee
    for such deposit prior to the date of the proposed payment, such money when
    deposited

                                      -28-

<PAGE>

    to be held in trust for the benefit of the Persons entitled to such
    Defaulted Interest as in this Clause provided. Thereupon the Trustee shall
    fix a Special Record Date for the payment of such Defaulted Interest which
    shall be not more than 15 days and not less than 10 days prior to the date
    of the proposed payment and not less than 10 days after the receipt by the
    Trustee of the notice of the proposed payment. The Trustee shall promptly
    notify the Company of such Special Record Date and, in the name and at the
    expense of the Company, shall cause notice of the proposed payment of such
    Defaulted Interest and the Special Record Date therefor to be given to each
    Holder of Securities of such series in the manner set forth in Section 106,
    not less than 10 days prior to such Special Record Date. Notice of the
    proposed payment of such Defaulted Interest and the Special Record Date
    therefor having been so mailed, such Defaulted Interest shall be paid to the
    Persons in whose names the Securities of such series (or their respective
    Predecessor Securities) are registered at the close of business on such
    Special Record Date and shall no longer be payable pursuant to the following
    Clause (2).

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

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

SECTION 308.    Persons Deemed Owners.

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

         None of the Company, the Trustee, any Paying Agent or the Security
Registrar 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 Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

SECTION 309.    Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled

                                      -29-

<PAGE>

by it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order.

SECTION 310.    Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.    Satisfaction and Discharge of Indenture.

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

         (1)   either

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

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

                    (i)   have become due and payable, or

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

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

                                      -30-

<PAGE>

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

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402.    Application of Trust Money.

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

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.    Events of Default.

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

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

         (2)  default in the payment of the principal of or any premium on any
    Security of that series at its Maturity; or

                                      -31-

<PAGE>

         (3)  default in the deposit of any sinking fund payment, when and as
    due by the terms of a Security of that series; or

         (4)  default in the performance, or breach, of any covenant or warranty
    of the Company in this Indenture (other than a covenant or warranty a
    default in whose performance or whose breach is elsewhere in this Section
    specifically dealt with or which has expressly been included in this
    Indenture solely for the benefit of series of Securities other than that
    series), and continuance of such default or breach for a period of 60 days
    after there has been given, by registered or certified mail, to the Company
    by the Trustee or to the Company and the Trustee by the Holders of at least
    25% in principal amount of the Outstanding Securities of that series a
    written notice specifying such default or breach and requiring it to be
    remedied and stating that such notice is a "Notice of Default" hereunder; or

         (5)  a default under any bond, debenture, note or other evidence of
    indebtedness for money borrowed by the Company or any Consolidated
    Subsidiary (including a default with respect to Securities of any series
    other than that series) having an aggregate principal amount outstanding of
    at least $50,000,000, or under any mortgage, indenture or instrument
    (including this Indenture) under which there may be issued or by which there
    may be secured or evidenced any indebtedness for money borrowed by the
    Company or any Consolidated Subsidiary having an aggregate principal amount
    outstanding of at least $50,000,000, whether such indebtedness now exists or
    shall hereafter be created, which default shall have resulted in such
    indebtedness becoming or being declared due and payable prior to the date on
    which it would otherwise have become due and payable, without such
    acceleration having been rescinded or annulled within a period of 10 days
    after there shall have been given, by registered or certified mail, to the
    Company by the Trustee or to the Company and the Trustee by the Holders of
    at least 25% in principal amount of the Outstanding Securities of that
    series a written notice specifying such default and requiring the Company to
    cause such acceleration to be rescinded or annulled and stating that such
    notice is a "Notice of Default" hereunder; provided, however, that, subject
    to the provisions of Sections 601 and 602, the Trustee shall not be deemed
    to have knowledge of such default unless either (A) a Responsible Officer of
    the Trustee shall have actual knowledge of such default or (B) the Trustee
    shall have received written notice thereof from the Company, from any
    Holder, from the holder of any such indebtedness or from the trustee under
    any such mortgage, indenture or other instrument; or

         (6)  the rendering of a final judgment or judgments against the Company
    or a Consolidated Subsidiary individually or in the aggregate, in an amount
    equal to or in excess of $50,000,000 (except to the extent covered by
    insurance or other right of reimbursement or indemnification), and any such
    judgment or judgments remain unvacated, undischarged or unstayed or unbonded
    pending appeal, within 60 days after the judgment or judgments become final
    and nonappealable; or

         (7)  the entry by a court having jurisdiction in the premises of (A) a
    decree or order for relief in respect of the Company or any Significant
    Subsidiary in an involuntary case or proceeding under any applicable Federal
    or State bankruptcy, insolvency, reorganization or other similar law or (B)
    a decree or order adjudging the

                                      -32-

<PAGE>

    Company or any Significant Subsidiary a bankrupt or insolvent, or approving
    as properly filed a petition seeking reorganization, arrangement, adjustment
    or composition of or in respect of the Company or any Significant Subsidiary
    under any applicable Federal or State law, or appointing a custodian,
    receiver, liquidator, assignee, trustee, sequestrator or other similar
    official of the Company or any Significant Subsidiary or of any substantial
    part of the Company's or any Significant Subsidiary's property, or ordering
    the winding up or liquidation of the Company's or any Significant
    Subsidiary's affairs, and the continuance of any such decree or order for
    relief or any such other decree or order unstayed and in effect for a period
    of 60 consecutive days; or

         (8)  the commencement by the Company or any Significant Subsidiary of a
    voluntary case or proceeding under any applicable Federal or State
    bankruptcy, insolvency, reorganization or other similar law or of any other
    case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
    by it to the entry of a decree or order for relief in respect of the Company
    or any Significant Subsidiary in an involuntary case or proceeding under any
    applicable Federal or State bankruptcy, insolvency, reorganization or other
    similar law or to the commencement of any bankruptcy or insolvency case or
    proceeding against it, or the filing by it of a petition or answer or
    consent seeking reorganization or relief under any applicable Federal or
    State law, or the consent by it to the filing of such petition or to the
    appointment of or taking possession by a custodian, receiver, liquidator,
    assignee, trustee, sequestrator or other similar official of the Company or
    any Significant Subsidiary or of any substantial part of the Company's or
    any Significant Subsidiary's property, or the making by the Company or any
    Significant Subsidiary of an assignment for the benefit of creditors, or the
    admission by the Company or any Significant Subsidiary in writing of the
    Company's or any Significant Subsidiary's inability to pay the Company's or
    any Significant Subsidiary's debts generally as they become due, or the
    taking of corporate action by the Company or any Significant Subsidiary in
    furtherance of any such action; or

         (9)  any other Event of Default provided with respect to Securities of
    that series.

SECTION 502.    Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(6) or 501(7)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(6)
or 501(7) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by

                                      -33-

<PAGE>

the terms thereof) shall automatically, and without any declaration or other
action on the part of the Trustee or any Holder, become immediately due and
payable.

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

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

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

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

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

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

         and

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

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

SECTION 503.    Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if

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

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

                                      -34-

<PAGE>

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

SECTION 504.    Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

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

SECTION 505.    Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and

                                      -35-

<PAGE>

counsel, be for the ratable benefit of the Holders of the Securities in respect
of which such judgment has been recovered.

SECTION 506.    Application of Money Collected.

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

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

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

SECTION 507.    Limitation on Suits.

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

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

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

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

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

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

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

                                      -36-

<PAGE>

under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.

SECTION 508.    Unconditional Right of Holders to Receive Principal, Premium and
                Interest.

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

SECTION 509.    Restoration of Rights and Remedies.

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

SECTION 510.    Rights and Remedies Cumulative.

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

SECTION 511.    Delay or Omission Not Waiver.

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

SECTION 512.    Control by Holders.

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

                                      -37-

<PAGE>

conferred on the Trustee, with respect to the Securities of such series,
provided, however, that

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

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

SECTION 513.    Waiver of Past Defaults.

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

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

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

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

SECTION 514.    Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit (including reasonably
attorneys' fees), and may assess costs (including reasonably attorneys' fees)
against any such party litigant; provided, however, that this Section shall not
be deemed to authorize any court to require such an undertaking or to make such
an assessment in any suit instituted by the Company or the Trustee.

SECTION 515.    Waiver of Usury, Stay or Extension Laws.

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

                                      -38-

<PAGE>

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.    Certain Duties and Responsibilities.

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

SECTION 602.    Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

SECTION 603.    Certain Rights of Trustee.

         Subject to the provisions of Section 601:

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

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

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

         (4)   the Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel shall be full and complete
     authorization and

                                      -39-

<PAGE>

     protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;

         (5)   the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders pursuant to this Indenture, unless such Holders shall
     have offered to the Trustee reasonable security or indemnity against the
     costs, expenses and liabilities which might be incurred by it in compliance
     with such request or direction;

         (6)   the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney; and

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

SECTION 604.    Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 605.    May Hold Securities.

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

SECTION 606.    Money Held in Trust.

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

                                      -40-

<PAGE>

SECTION 607.    Compensation and Reimbursement.

         The Company agrees

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

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

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

SECTION 608.    Conflicting Interests.

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

SECTION 609.    Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000 and has its Corporate Trust Office
in the United States of America. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section and to
the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

                                      -41-

<PAGE>

SECTION 610.    Resignation and Removal; Appointment of Successor.

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

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

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

         If at any time:

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

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

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

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

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a

                                      -42-

<PAGE>

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

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

SECTION 611.    Acceptance of Appointment by Successor.

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

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be

                                      -43-

<PAGE>

trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

         Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

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

SECTION 612.    Merger, Conversion, Consolidation or Succession to Business.

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

SECTION 613.    Preferential Collection of Claims Against Company.

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

SECTION 614.    Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder.

                                      -44-

<PAGE>

Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

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

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

                                      -45-

<PAGE>

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

Dated:______________                       U.S. Bank Trust National Association,
                                                                      As Trustee

                                           By:..................................
                                                         As Authenticating Agent

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

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.    Company to Furnish Trustee Names and Addresses of Holders.

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

         (1)  semi-annually, not later than January 15 and July 15 in each year,
     a list, in such form as the Trustee may reasonably require, of the names
     and addresses of the Holders of Securities of each series as of the
     preceding January 1 or July 1, as the case may be, 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 Security Registrar.

SECTION 702.    Preservation of Information; Communications to Holders.

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

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

         Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

                                      -46-

<PAGE>

SECTION 703.    Reports by Trustee.

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

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

SECTION 704.    Reports by Company.

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

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.    Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

         (1)  in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease substantially all of its properties and
     assets as an entirety to any Person, the Person formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by conveyance or transfer, or which leases substantially all of
     the properties and assets of the Company as an entirety shall be a
     corporation, partnership, limited liability company or trust, shall be
     organized and validly existing under the laws of the United States of
     America, any State thereof or the District of Columbia and shall expressly
     assume, by an indenture supplemental hereto, executed and delivered to the
     Trustee, in form satisfactory to the Trustee, the due and punctual payment
     of the principal of and any premium and interest on all the Securities and
     the performance or observance of every covenant of this Indenture on the
     part of the Company to be performed or observed;

         (2)  immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Company or any
     Subsidiary as a result of such transaction as having been incurred by the
     Company or such Subsidiary

                                      -47-

<PAGE>

     at the time of such transaction, no Event of Default, and no event which,
     after notice or lapse of time or both, would become an Event of Default,
     shall have happened and be continuing;

         (3)  if, as a result of any such consolidation or merger or such
     conveyance, transfer or lease, properties or assets of the Company would
     become subject to a mortgage, pledge, lien, security interest or other
     encumbrance which would not be permitted by this Indenture, the Company or
     such successor Person, as the case may be, shall take such steps as shall
     be necessary effectively to secure the Securities equally and ratably with
     (or prior to) all indebtedness secured thereby; and

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

SECTION 802.    Successor Substituted.

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.    Supplemental Indentures without Consent of Holders.

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

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

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

                                      -48-

<PAGE>

     solely for the benefit of such series) or to surrender any right or power
     herein conferred upon the Company; or

         (3)  to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such additional Events
     of Default are to be for the benefit of less than all series of Securities,
     stating that such additional Events of Default are expressly being included
     solely for the benefit of such series); provided, however, that in respect
     of any such additional Events of Default, such supplemental indenture may
     provide for a particular period of grace after default (which period may be
     shorter or longer than that allowed in the case of other Events of Default)
     or may limit the remedies available to the Trustee upon such default or may
     limit the right of Holders of a majority in aggregate principal amount of
     that or those series of Securities to which such additional Events of
     Default apply to waive such default; or

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

         (5)  to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities, provided,
     however, that any such addition, change or elimination (A) shall neither
     (i) apply to any Security of any series created prior to the execution of
     such supplemental indenture and entitled to the benefit of such provision
     nor (ii) modify the rights of the Holder of any such Security with respect
     to such provision or (B) shall become effective only when there is no such
     Security Outstanding; or

         (6)  to secure the Securities pursuant to the requirements of Section
     1009 or otherwise; or

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

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

         (9)  to comply with the requirements of the Securities and Exchange
     Commission in order to effect or maintain the qualification of this
     Indenture under the Trust Indenture Act; or

         (10) to add a guarantor of the Securities; or

         (11) to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture,

                                      -49-

<PAGE>

     provided that such action pursuant to this Clause (9) shall not adversely
     affect the interests of the Holders of Securities of any series.

SECTION 902.    Supplemental Indentures with Consent of Holders.

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

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

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

         (3)  modify any of the provisions of this Section, Section 513 or
     Section 1010, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; provided, however, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 1010, or the
     deletion of this proviso, in accordance with the requirements of Sections
     611 and 901(8).

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

                                      -50-

<PAGE>

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

SECTION 903.    Execution of Supplemental Indentures.

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

SECTION 904.    Effect of Supplemental Indentures.

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

SECTION 905.    Conformity with Trust Indenture Act.

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

SECTION 906.    Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                   COVENANTS

SECTION 1001.   Payment of Principal, Premium and Interest.

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

                                      -51-

<PAGE>

SECTION 1002.   Maintenance of Office or Agency.

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

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

SECTION 1003.   Money for Securities Payments to Be Held in Trust.

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

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

         The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

                                      -52-

<PAGE>

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

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

SECTION 1004.   Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers.
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder. and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

SECTION 1005.   Existence.

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

SECTION 1006.   Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements

                                      -53-

<PAGE>

thereof, except to the extent that the failure to do so could not reasonably be
expected to result in a material adverse effect on the business, assets,
operations, prospects or condition, financial or otherwise, of the Company and
the Subsidiaries taken as a whole or the ability of the Company to perform any
of its obligations under this Indenture and the Securities, and all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

SECTION 1007.  Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings or to the extent that the failure to do so could not reasonably be
expected to result in a material adverse effect on the business, assets,
operations, prospects or condition, financial or otherwise, of the Company and
the Subsidiaries taken as a whole or the ability of the Company to perform any
of its obligations under this Indenture and the Securities.

SECTION 1008.   Restriction on Liens.

         The Company will not, and will not permit any Consolidated Subsidiary
to, create or assume any Indebtedness for money borrowed which is secured by a
Lien on a Principal Property of any character, whether owned at the date of this
Indenture or hereafter acquired, of the Company or any Consolidated Subsidiary,
without making effective provision whereby the Securities of each series then
Outstanding (together with, if the Company shall so determine, any other
Indebtedness of the Company or any Subsidiary then existing or thereafter
created which is not subordinate to the Securities) shall be secured by such
Lien equally and ratably with (or prior to) such secured Indebtedness (for the
purpose of providing such equal and ratable security, the Outstanding Securities
of any series of Original Issue Discount Security shall be such portion of the
principal amount as may be specified in the terms of that series that would be
payable upon acceleration of the Maturity thereof at the time of such
determination), so long as such secured Indebtedness shall be so secured,
unless, after giving effect thereto, the amount of all Exempted Debt will not
exceed 15% of Consolidated Net Tangible Assets; provided, however, that the
foregoing restriction shall not apply to Indebtedness secured by any of the
following:

         (1)     with respect to any series of Securities, Liens existing on the
     first date of issuance of Securities of such series;

                                      -54-

<PAGE>

         (2)     Liens on assets of a Person existing at the time such Person
     becomes a Consolidated Subsidiary or is merged into or consolidated with
     the Company or a Subsidiary or at the time of a purchase, lease or other
     acquisition of the assets of such Person as an entirety or substantially as
     an entirety to the Company or a Subsidiary;

         (3)     Liens on any assets existing at the time of acquisition thereof
     by the Company or a Consolidated Subsidiary, or Liens to secure payment of
     all or part of the purchase price of such assets or to secure Indebtedness
     incurred or guaranteed by the Company or a Consolidated Subsidiary for the
     purpose of financing the purchase price of such assets or, in the case of
     real property, improvements thereon, which indebtedness is incurred or
     guaranteed prior to, at the time of or within 360 days after such
     acquisition, or in the case of real property, completion of such
     improvements, repairs, construction or additions or alterations or
     commencement of full operations thereof, whichever is later; provided,
     however, that (x) each such Lien shall at all times be confined solely to
     the asset or assets so acquired or to the real property improved and (y)
     the principal amount of Indebtedness secured by each such Lien shall at no
     time exceed the cost of the assets in question to the Company or the
     respective Subsidiary (including the principal amount of the Indebtedness
     secured thereby);

         (4)     Liens securing Indebtedness of a Consolidated Subsidiary to the
     Company or to another Consolidated Subsidiary;

         (5)     Liens on any assets of the Company or a Consolidated Subsidiary
     in favor of the United States of America or any State thereof, or in favor
     of any other country, or political subdivision thereof, to secure partial,
     progress, advance or other payments pursuant to any contract or statute or
     to secure any Indebtedness incurred or guaranteed for the purpose of
     financing all or any part of the purchase price, or, in the case of real
     property, the cost of improvements, repairs, construction or additions or
     alterations, of the assets subject to such Liens, including, but not
     limited to, Liens incurred in connection with pollution control, industrial
     revenue or similar financing;

         (6)     pledges, Liens or deposits under worker's compensation laws or
     similar legislation and liens or judgments thereunder which are not
     currently dischargeable, or in connection with bids, tenders, contracts
     (other than for the payment of money) or leases to which the Company or any
     Consolidated Subsidiary is a party, or to secure public or statutory
     obligations of the Company or any Consolidated Subsidiary, or in connection
     with obtaining or maintaining self-insurance or to obtain the benefits of
     any law, regulation or arrangement pertaining to unemployment insurance,
     old age pensions, social security or similar matters, or to secure surety,
     appeal or customs bonds to which the Company or any Consolidated Subsidiary
     is a party, or in litigation or other proceedings such as, but not limited
     to, interpleader proceedings, and other similar pledges, liens or deposits
     made or incurred in the ordinary course of business;

         (7)     Liens created by or resulting from any litigation or other
     proceeding which is being contested in good faith by appropriate
     proceedings, including liens arising out of judgments or awards against the
     Company or any Consolidated Subsidiary with respect to which the Company or
     such Consolidated Subsidiary is in

                                      -55-

<PAGE>

     good faith prosecuting an appeal or proceedings for review or for which the
     time to make an appeal has not yet expired; or final unappealable judgment
     liens which are satisfied within 15 days of the date of judgment; or liens
     incurred by the Company or any Consolidated Subsidiary for the purpose of
     obtaining a stay or discharge in the course of any litigation or other
     proceeding to which the Company or such Consolidated Subsidiary is a party;

         (8)     Liens for taxes or assessments or governmental charges or
     levies not yet due or delinquent, or which can thereafter be paid without
     penalty, or which are being contested in good faith by appropriate
     proceedings; landlord's liens on property held under lease; and any other
     liens or charges incidental to the conduct of the business of the Company
     or any Consolidated Subsidiary or the ownership of the assets of any of
     them which were not incurred in connection with the borrowing of money or
     the obtaining of advances or credit and which do not, in the opinion of the
     Company, materially impair the use of such assets in the operation of the
     business of the Company or such Consolidated Subsidiary or the value of
     such assets for the purposes thereof; and

         (9)     any extension, renewal or replacement (or successive
     extensions, renewals or replacements), in whole or in part, of any Lien
     referred to in the foregoing Clauses (1) to (8), inclusive; provided,
     however, that (x) the principal amount of Indebtedness secured thereby and
     not otherwise authorized by said Clauses (1) to (8), inclusive, shall not
     exceed the principal amount of Indebtedness, plus any premium or fee
     payable in connection with any such extension, renewal or replacement, so
     secured at the time of such extension, renewal or replacement and (y) such
     extension, renewal or replacement Lien shall be limited to all or a part of
     the same property, shares of stock or obligations that secured the Liens
     extended, renewed or replaced (plus improvements on such property).

SECTION 1009.    Limitation on Sale and Lease-Back Transactions.

         The Company will not, nor will it permit any Consolidated Subsidiary
to, enter into any Sale and Lease-Back Transaction involving a lease of any
asset for a period that exceeds three years (including extensions, renewals and
replacements thereof) if Exempted Debt exceeds, or as a result of such Sale and
Lease-Back Transaction would exceed, 15% of Consolidated Net Tangible Assets,
unless:

         (1)     the proceeds of the sale of the assets to be leased are at
     least equal to their fair market value and, within 180 days of the
     transaction, the proceeds are applied to the purchase or acquisition, or,
     in the case of real property, the construction, of assets (including
     capital stock other than the Company's capital stock or the capital stock
     of a Consolidated Subsidiary) or to the retirement of Indebtedness; or

         (2)     such Sale and Lease-Back Transaction is between the Company
     and any Consolidated Subsidiary or between any Consolidated
     Subsidiaries; or

         (3)     such Sale and Lease-Back Transaction is a transaction in which
     the relevant Principal Property is sold to and leased back from any
     domestic or foreign

                                      -56-

<PAGE>

     government or governmental agency in connection with pollution control,
     industrial revenue or private activity bond or similar financing.

Notwithstanding the foregoing, the Company or any Consolidated Subsidiary may
extend, renew or replace, in whole or in part, any Sale and Lease-Back
Transaction initially entered into in compliance with clauses (1) through (3),
inclusive (or previously renewed, extended or replaced pursuant to clauses (1)
through (3)), so long as the Attributable Debt associated with such Sale and
Lease-Back Transaction does not increase as a result of such extension, renewal
or replacement.

SECTION 1010.    Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(18),
901(2) or 901(7) for the benefit of the Holders of such series or in Sections
1008 or 1009, if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

SECTION 1011.    Assignment and Assumption Agreement.

         So long as any of the Securities are outstanding, the Company shall
not amend or terminate the Assignment and Assumption Agreement.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.    Applicability of Article.

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

SECTION 1102.    Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

                                      -57-

<PAGE>

SECTION 1103.    Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series;
provided, however, that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security. If less than all the
Securities of such series and of a specified tenor are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.

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

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

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

SECTION 1104.    Notice of Redemption.

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

         All notices of redemption shall state:

         (1)     the Redemption Date,

         (2)     the Redemption Price,

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

                                      -58-

<PAGE>

     consisting of a single Security are to be redeemed, the principal amount of
     the particular Security to be redeemed,

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

         (5)     the place or places where each such Security is to be
     surrendered for payment of the Redemption Price, and

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

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

SECTION 1105.    Deposit of Redemption Price.

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

SECTION 1106.    Securities Payable on Redemption Date.

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

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

SECTION 1107.    Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the

                                      -59-

<PAGE>

Holder of such Security without service charge, a new Security or Securities of
the same series and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

                                  ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.    Applicability of Article.

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

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

SECTION 1202.    Satisfaction of Sinking Fund Payments with Securities.

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

SECTION 1203.    Redemption of Securities for Sinking Fund.

         Not less than 90 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 45 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be

                                      -60-

<PAGE>

given in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

                               ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.    Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option at any time, to have Section 1302
or Section 1303 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1302 or 1303, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities.

SECTION 1302.    Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article. Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities.

SECTION 1303.    Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801(3),
Sections 1006 through 1009, inclusive, and any covenants provided pursuant to
Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such
Securities and (2) the occurrence of any event specified in Sections 501(4)
(with respect to any of Section 801(3), Sections 1006 through 1009, inclusive,
and any such covenants provided pursuant to Section 301(18), 901(2) or

                                      -61-

<PAGE>

901(7)), 501(5) and 501(8) shall be deemed not to be or result in an Event of
Default, in each case with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 1304 are
satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent
so specified in the case of Section 501(4)), whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

SECTION 1304.    Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1302 or Section 1303 to any Securities or any series of Securities, as the case
may be:

         (1)     The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee which satisfies the
     requirements contemplated by Section 609 and agrees to comply with the
     provisions of this Article applicable to it) as trust funds in trust for
     the purpose of making the following payments, specifically pledged as
     security for, and dedicated solely to, the benefits of the Holders of such
     Securities, (A) money in an amount, or (B) U.S. Government Obligations
     which through the scheduled payment of principal and interest in respect
     thereof in accordance with their terms will provide, not later than one
     day before the due date of any payment, money in an amount, or (C) a
     combination thereof, in each case sufficient, in the opinion of a
     nationally recognized firm of independent public accountants expressed in
     a written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee (or any such other
     qualifying trustee) to pay and discharge, the principal of and any premium
     and interest on such Securities on the respective Stated Maturities, in
     accordance with the terms of this Indenture and such Securities. As used
     herein, "U.S. Government Obligation" means (x) any security which is (i) a
     direct obligation of the United States of America for the payment of which
     the full faith and credit of the United States of America is pledged or
     (ii) an obligation of a Person controlled or supervised by and acting as
     an agency or instrumentality of the United States of America the payment
     of which is unconditionally guaranteed as a full faith and credit
     obligation by the United States of America, which, in either case (i) or
     (ii), is not callable or redeemable at the option of the issuer thereof,
     and (y) any depositary receipt issued by a bank (as defined in Section
     3(a)(2) of the Securities Act) as custodian with respect to any U.S.
     Government Obligation which is specified in Clause (x) above and held by
     such bank for the account of the holder of such depositary receipt, or
     with respect to any specific payment of principal of or interest on any
     U.S. Government Obligation which is so specified and held; provided,
     however, that (except as required by law) such custodian is not authorized
     to make any deduction from the amount payable to the holder of such
     depositary receipt from any amount received by the custodian in respect of
     the U.S. Government Obligation or the specific payment of principal or
     interest evidenced by such depositary receipt.

                                      -62-

<PAGE>

         (2)     In the event of an election to have Section 1302 apply to any
     Securities or any series of Securities, as the case may be, the Company
     shall have delivered to the Trustee an Opinion of Counsel stating that (A)
     the Company has received from, or there has been published by, the
     Internal Revenue Service a ruling or (B) since the date of this
     instrument, there has been a change in the applicable Federal income tax
     law, in either case (A) or (B) to the effect that, and based thereon such
     opinion shall confirm that, the Holders of such Securities will not
     recognize gain or loss for Federal income tax purposes as a result of the
     deposit, Defeasance and discharge to be effected with respect to such
     Securities and will be subject to Federal income tax on the same amount,
     in the same manner and at the same times as would be the case if such
     deposit, Defeasance and discharge were not to occur.

         (3)     In the event of an election to have Section 1303 apply to any
     Securities or any series of Securities, as the case may be, the Company
     shall have delivered to the Trustee an Opinion of Counsel to the effect
     that the Holders of such Securities will not recognize gain or loss for
     Federal income tax purposes as a result of the deposit and Covenant
     Defeasance to be effected with respect to such Securities and will be
     subject to Federal income tax on the same amount, in the same manner and
     at the same times as would be the case if such deposit and Covenant
     Defeasance were not to occur.

         (4)     The Company shall have delivered to the Trustee an Officers'
     Certificate to the effect that neither such Securities nor any other
     Securities of the same series, if then listed on any securities exchange,
     will be delisted as a result of such deposit.

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

         (6)     Such Defeasance or Covenant Defeasance shall not cause the
     Trustee to have a conflicting interest within the meaning of the Trust
     Indenture Act (assuming all Securities are in default within the meaning
     of such Act).

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

         (8)     Such Defeasance or Covenant Defeasance shall not result in the
     trust arising from such deposit constituting an investment company within
     the meaning of the Investment Company Act unless such trust shall be
     registered under such Act or exempt from registration thereunder.

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

                                      -63-

<PAGE>

SECTION 1305.    Deposited Money and U.S. Government Obligations to Be Held in
                 Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 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 Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

SECTION 1306.    Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

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

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

                                      -64-

<PAGE>

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

                                                    MEDCO HEALTH SOLUTIONS, INC.

                                                    By: ________________________
                                                    Name:
                                                    Title:

                                                    Attest:
                                                    ___________________________

U.S. BANK TRUST NATIONAL
ASSOCIATION

By__________________________________
   Name:
   Title:

Attest:

____________________________________

                                      -65-

<PAGE>

STATE OF____________________)
                            )  ss.:
COUNTY OF___________________)

         On the__________________________day of__________________________ ,
2002, before me personally came_________________________________________, to me
known, who, being by me duly sworn, did depose and say that he is______________
__________________________________of Medco Health Solutions, Inc., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.

                                            ____________________________________

STATE OF_____________________)
                             )  ss_:
COUNTY OF____________________)

         On the__________________________day of___________________________,
2002, before me personally came_________________________________________, to me
known, who, being by me duly sworn, did depose and say that he is____________
__________________________________ of U.S. Bank Trust National Association, one
of the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.

                                            ___________________________________

                                      -66-