<PAGE>
                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY


                                 CONSECO, INC.,

                                    as Issuer

                               CIHC, INCORPORATED,

                                  as Guarantor

                                       And

                      STATE STREET BANK AND TRUST COMPANY,

                                   as Trustee




                             FIRST SENIOR INDENTURE

                           Dated as of April 24, 2002

                          Providing for the Issuance of

                      8.5% Guaranteed Senior Notes due 2003
                      6.4% Guaranteed Senior Notes due 2004
                     8.75% Guaranteed Senior Notes due 2006
                    6.8% Guaranteed Senior Notes due 2007 and
                       9% Guaranteed Senior Notes due 2008
<PAGE>
<TABLE>
<CAPTION>
TRUST INDENTURE ACT                                               INDENTURE
  OF 1939 SECTION                                                  SECTION
  ---------------                                                  -------
<S>                                                             <C>
310(a)(1)...................................................    6.12
   (a)(2)...................................................    6.12
   (a)(3)...................................................    TIA
   (a)(4)...................................................    Not applicable
   (a)(5)...................................................    TIA
   (b)......................................................    6.10; 6.12;.
   .........................................................    TIA
311(a)......................................................    TIA
   (b)......................................................    TIA
312(a)......................................................    6.8
   (b)......................................................    TIA
   (c)......................................................    TIA
313(a)......................................................    6.7; TIA
   (b)......................................................    TIA
   (c)......................................................    TIA; 6.7
   (d)......................................................    TIA; 6.7
314(a)......................................................    9.6; 9.7; TIA
   (b)......................................................    Not Applicable
   (c)(1)...................................................    1.2
   (c)(2)...................................................    1.2
   (c)(3)...................................................    Not Applicable
   (d)......................................................    Not Applicable
   (e)......................................................    1.2; TIA
   (f)......................................................    TIA
315(a)......................................................    6.1
   (b)......................................................    6.6
   (c)......................................................    6.1
   (d)(1)...................................................    TIA
   (d)(2)...................................................    TIA
   (d)(3)...................................................    TIA
   (e)......................................................    TIA
316(a)(last sentence).......................................    1.1
   (a)(1)(A)................................................    5.8
   (a)(1)(B)................................................    5.7
   (b)......................................................    5.9; 5.10
   (c)......................................................    TIA
317(a)(1)...................................................    5.3
   (a)(2)...................................................    5.4
   (b)......................................................    9.3
318(a)......................................................    1.11
   (b)......................................................    TIA
   (c)......................................................    1.11; TIA
</TABLE>

This reconciliation and tie section does not constitute part of the Indenture.
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>

TABLE OF CONTENTS........................................................     i

RECITALS.................................................................     1

                                    ARTICLE 1
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.1   DEFINITIONS................................................     1
Section 1.2   COMPLIANCE CERTIFICATES AND OPINIONS.......................    17
Section 1.3   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.....................    17
Section 1.4   ACTS OF HOLDERS............................................    18
Section 1.5   NOTICES, ETC., TO TRUSTEE AND COMPANY......................    20
Section 1.6   NOTICE TO HOLDERS; WAIVER..................................    20
Section 1.7   HEADINGS AND TABLE OF CONTENTS.............................    21
Section 1.8   SUCCESSOR AND ASSIGNS......................................    21
Section 1.9   SEPARABILITY...............................................    21
Section 1.10  BENEFITS OF INDENTURE......................................    21
Section 1.11  GOVERNING LAW..............................................    21
Section 1.12  LEGAL HOLIDAYS.............................................    22

                                    ARTICLE 2
                                 SECURITY FORMS

Section 2.1   FORMS GENERALLY............................................    22
Section 2.2   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION............    23
Section 2.3   SECURITIES IN GLOBAL FORM..................................    23

                                    ARTICLE 3
                                 THE SECURITIES

Section 3.1   AMOUNT UNLIMITED; ISSUABLE IN SERIES.......................    25
Section 3.2   DENOMINATIONS..............................................    28
Section 3.3   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.............    28
Section 3.4   TEMPORARY SECURITIES.......................................    31
Section 3.5   REGISTRATION, TRANSFER AND EXCHANGE........................    32
Section 3.6   REPLACEMENT SECURITIES.....................................    35
Section 3.7   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.............    36
Section 3.8   PERSONS DEEMED OWNERS......................................    38
Section 3.9   CANCELLATION...............................................    38
Section 3.10  COMPUTATION OF INTEREST....................................    39
Section 3.11  CUSIP NUMBERS..............................................    39
Section 3.12  CURRENCY AND MANNER OF PAYMENT IN RESPECT OF SECURITIES....    39
Section 3.13  APPOINTMENT AND RESIGNATION OF EXCHANGE RATE AGENT.........    43
Section 3.14  SPECIAL TRANSFER PROVISIONS................................    43
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                         <C>
                                    ARTICLE 4
                     SATISFACTION, DISCHARGE AND DEFEASANCE

Section 4.1   TERMINATION OF COMPANY'S OBLIGATIONS UNDER THE INDENTURE...    57
Section 4.2   APPLICATION OF TRUST FUNDS.................................    59
Section 4.3   APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY'S OPTION TO
              EFFECT DEFEASANCE OR COVENANT DEFEASANCE...................    59
Section 4.4   DEFEASANCE AND DISCHARGE...................................    59
Section 4.5   COVENANT DEFEASANCE........................................    60
Section 4.6   CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE............    60
Section 4.7   DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
              TRUST......................................................    62
Section 4.8   REPAYMENT TO COMPANY.......................................    63
Section 4.9   INDEMNITY FOR GOVERNMENT OBLIGATIONS.......................    63
Section 4.10  REINSTATEMENT..............................................    63

                                    ARTICLE 5
                              DEFAULTS AND REMEDIES

Section 5.1   EVENTS OF DEFAULT..........................................    63
Section 5.2   ACCELERATION; RESCISSION AND ANNULMENT.....................    65
Section 5.3   COLLECTION OF INDEBTEDNESS AND SUITS FOR  ENFORCEMENT BY
              TRUSTEE....................................................    66
Section 5.4   TRUSTEE MAY FILE PROOFS OF CLAIM...........................    66
Section 5.5   TRUSTEE MAY ENFORCE CLAIMS WITHOUT  POSSESSION OF
              SECURITIES ................................................    67
Section 5.6   DELAY OR OMISSION NOT WAIVER...............................    67
Section 5.7   WAIVER OF PAST DEFAULTS....................................    67
Section 5.8   CONTROL BY MAJORITY........................................    67
Section 5.9   LIMITATION ON SUITS BY HOLDERS.............................    68
Section 5.10  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.......................    68
Section 5.11  APPLICATION OF MONEY COLLECTED.............................    68
Section 5.12  RESTORATION OF RIGHTS AND REMEDIES.........................    69
Section 5.13  RIGHTS AND REMEDIES CUMULATIVE.............................    69
Section 5.14  WAIVER OF USURY, STAY OR EXTENSION LAWS....................    69
Section 5.15  UNDERTAKING FOR COSTS......................................    70

                                    ARTICLE 6
                                   THE TRUSTEE

Section 6.1   CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.........    70
Section 6.2   RIGHTS OF TRUSTEE..........................................    70
Section 6.3   TRUSTEE MAY HOLD SECURITIES................................    71
Section 6.4   MONEY HELD IN TRUST........................................    71
Section 6.5   TRUSTEE'S DISCLAIMER.......................................    72
Section 6.6   NOTICE OF DEFAULTS.........................................    72
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                         <C>
Section 6.7   REPORTS BY TRUSTEE TO HOLDERS..............................    72
Section 6.8   SECURITYHOLDER LISTS.......................................    72
Section 6.9   COMPENSATION AND INDEMNITY.................................    73
Section 6.10  REPLACEMENT OF TRUSTEE.....................................    73
Section 6.11  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.....................    75
Section 6.12  ELIGIBILITY; DISQUALIFICATION..............................    76
Section 6.13  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS    76
Section 6.14  APPOINTMENT OF AUTHENTICATING AGENT........................    76

                                    ARTICLE 7
                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

Section 7.1   CONSOLIDATION, MERGER OR SALE OF ASSETS PERMITTED..........    79

                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

Section 8.1   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.........    79
Section 8.2   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS............    81
Section 8.3   COMPLIANCE WITH TRUST INDENTURE ACT........................    82
Section 8.4   EXECUTION OF SUPPLEMENTAL INDENTURES.......................    82
Section 8.5   EFFECT OF SUPPLEMENTAL INDENTURES..........................    82
Section 8.6   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.........    82

                                    ARTICLE 9
                                    COVENANTS

Section 9.1   PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST........    82
Section 9.2   MAINTENANCE OF OFFICE OR AGENCY............................    83
Section 9.3   MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST;
              UNCLAIMED MONEY............................................    84
Section 9.4   CORPORATE EXISTENCE........................................    85
Section 9.5   REPORTS BY THE COMPANY AND THE GUARANTOR...................    85
Section 9.6   ANNUAL REVIEW CERTIFICATE; NOTICE OF DEFAULTS OR EVENTS OF
              DEFAULT....................................................    86
Section 9.7   BOOKS OF RECORD AND ACCOUNT................................    86
Section 9.8   LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS......    86
Section 9.9   LIMITATION ON SENIOR SUBORDINATED DEBT.....................    87

                                   ARTICLE 10
                                   REDEMPTION

Section 10.1  APPLICABILITY OF ARTICLE......................................87
Section 10.2  ELECTION TO REDEEM NOTICE TO TRUSTEE..........................87
Section 10.3  SELECTION OF SECURITIES TO BE REDEEMED........................87
Section 10.4  NOTICE OF REDEMPTION..........................................88
Section 10.5  DEPOSIT OF REDEMPTION PRICE...................................89
Section 10.6  SECURITIES PAYABLE ON REDEMPTION DATE.........................89
Section 10.7  SECURITIES REDEEMED IN PART...................................90
</TABLE>



                                      iii
<PAGE>
<TABLE>
<S>                                                                         <C>
                                   ARTICLE 11
                                  SINKING FUNDS

Section 11.1  APPLICABILITY OF ARTICLE......................................90
Section 11.2  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.........91
Section 11.3  REDEMPTION OF SECURITIES FOR SINKING FUND.....................91

                                   ARTICLE 12
                              SUBSIDIARY GUARANTEE

Section 12.1  SUBSIDIARY GUARANTEE.......................................    91
Section 12.2  EXECUTION AND DELIVERY OF GUARANTEE........................    93
Section 12.3  LIMITATION OF GUARANTOR'S LIABILITY........................    93
Section 12.4  GUARANTOR May Consolidate, Etc., on Certain Terms..........    93
Section 12.5  RELEASE OF THE GUARANTEE...................................    94

                                   ARTICLE 13
                           SUBORDINATION OF GUARANTEE

Section 13.1  Agreement to Subordinate...................................    95
Section 13.2  Liquidation; Dissolution; Bankruptcy.......................    95
Section 13.3  Default on Designated Senior Debt..........................    95
Section 13.4  Acceleration of Securities.................................    96
Section 13.5  When Distribution Must Be Paid Over........................    96
Section 13.6  Notice by the Guarantor....................................    96
Section 13.7  Subrogation................................................    96
Section 13.8  Relative Rights............................................    97
Section 13.9  Subordination May Not Be Impaired by the Guarantor.........    97
Section 13.10 Distribution or Notice to Representative...................    97
Section 13.11 Rights of Trustee and Paying Agent.........................    98
Section 13.12 Authorization to Effect Subordination......................    98
</TABLE>





                                       iv
<PAGE>
            FIRST SENIOR INDENTURE, dated as of April 24, 2002 among CONSECO,
INC., an Indiana corporation (the "COMPANY"), CIHC, INCORPORATED, a Delaware
corporation, as guarantor (the "Guarantor") and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company, as trustee (the "TRUSTEE").


                                    RECITALS

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

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

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


                                    ARTICLE 1
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.1 DEFINITIONS.

            (a)   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

            (4)   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.

            "AFFILIATE" of any specified Person means any Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control, with such specified Person. For 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,


                                       1
<PAGE>
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

            "144A GLOBAL SECURITY" means a global Security substantially in the
form of Exhibit A1 hereto bearing the Global Security Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name
of, the Depository or its nominee that shall be issued in a denomination equal
to the outstanding principal amount at maturity of the Securities sold in
reliance on Rule 144A.

            "AGENT" means any Paying Agent or Registrar.

            "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Security, the rules and
procedures of the Depository, Euroclear and Clearstream that apply to such
transfer or exchange.

            "AUTHENTICATING AGENT" means any authenticating agent appointed by
the Trustee pursuant to Section 6.14.

            "AUTHORIZED NEWSPAPER" means a newspaper of general circulation, in
the official language of the country of publication or in the English language,
customarily published on each Business Day whether or not published on
Saturdays, Sundays or holidays. Whenever successive publications in an
Authorized Newspaper are required hereunder they may be made (unless otherwise
expressly provided herein) on the same or different days of the week and in the
same or different Authorized Newspapers.

            "BEARER SECURITY" means any Security issued hereunder which is
payable to bearer.

            "BENEFICIAL OWNER" has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "BENEFICIALLY OWNS" and "BENEFICIALLY OWNED" shall have a
corresponding meaning.

            "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company or the Guarantor, as the case may be, the Executive Committee or any
other duly authorized committee thereof.

            "BOARD RESOLUTION" means a copy of a resolution of the Board of
Directors, certified by the Secretary or an Assistant Secretary of the Company
or the Guarantor, as the case may be, to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of the certificate, and
delivered to the Trustee.

            "BROKER-DEALER" has the meaning set forth in the Registration Rights
Agreement.



                                       2
<PAGE>
            "BUSINESS DAY", when used with respect to any Place of Payment or
any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
particular location are authorized or obligated by law or executive order to
close.

            "CIHC" means CIHC, Incorporated, a Delaware corporation.

            "CLEARSTREAM" means Clearstream Banking, societe anonyme,
Luxembourg.

            "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this Indenture 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 party named as the Company in the first
paragraph of this Indenture until a successor corporation shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter means
such successor.

            "COMPANY ORDER" and "COMPANY REQUEST" mean, respectively, a written
order or request signed in the name of the Company by two Officers, one of whom
must be the Chairman of the Board, the President the Chief Financial Officer,
the Treasurer, the Assistant Treasurer, the Controller or a Vice President of
the Company.

            "CONVERSION EVENT" means the cessation of use of (i) a Foreign
Currency both by the issuer of such currency and for the settlement of
transactions by a central bank or other public institutions of or within the
international banking community, (ii) the ECU both within the European Monetary
System and for the settlement of transactions by public institutions of or
within the European Communities or (iii) any currency unit other than the ECU
for the purposes for which it was established.

            "CORPORATE TRUST OFFICE" means the office of the Trustee in which at
any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at 165 Broadway, New
York, New York 10006, Attention: Corporate Trust Administration.

            "CREDIT AGREEMENTS" means

            (1)   the $1,500,000,000 Five-Year Credit Agreement dated as of
September 25, 1998, as amended, among the Company, Bank of America National
Trust and Savings Association, as Agent, First Union National Bank and Morgan
Guaranty Company of New York, as Syndication Agents, JP Morgan Chase Bank, as
Documentation Agent, and the other financial institutions party thereto, as such
Agreement may be amended, restated, modified, renewed, refunded, replaced or
refinanced from time to time thereafter, including any appendices, exhibits or
schedules to any of the foregoing, as the same may be in effect from time to
time, in each case, including any amendment, modification, supplement, renewal,
refunding, replacement, refinancing, extension or restatement thereof (any of
the foregoing being a "Refinancing") from


                                       3
<PAGE>
time to time (whether with the original agents and lenders or other agents and
lenders or otherwise, and whether provided under the original credit agreement
or other credit agreements or otherwise), including any appendices, exhibits or
schedules to any of the foregoing; and

            (2)   a Credit Agreement, dated as of August 21, 1998, among certain
individuals, certain banks and Bank of America National Trust and Savings
Association, as administrative agent, including any appendices, exhibits or
schedules thereto, as the same may be in effect from time to time, including any
Refinancing thereof from time to time (whether with the original agents and
lenders or other agents and lenders or otherwise, and whether provided under the
original Credit Agreement or other credit agreements or otherwise), including
any appendices, exhibits or schedules to any of the foregoing, (b) the Credit
Agreement, dated as of November 22, 2000, among certain individuals, certain
banks and Bank of America N.A., as administrative agent, refinancing the
obligations under an Amended and Restated Credit Agreement, dated as of August
26, 1997, including any appendices, exhibits or schedules thereto, as the same
may be in effect from time to time, including any Refinancing thereof from time
to time (whether with the original agents and lenders or other agents and
lenders or otherwise, and whether provided under the original Credit Agreement
or other credit agreements or otherwise), including any appendices, exhibits or
schedules to any of the foregoing, (c) a Credit Agreement, dated as of November
22, 2000, among certain individuals, certain banks and Bank of America N.A., as
administrative agent, refinancing certain of the obligations described under the
credit agreement in clause (a), including any appendices, exhibits or schedules
thereto, as the same may be in effect from time to time, including any
Refinancing thereof from time to time (whether with the original agents and
lenders or other agents and lenders or otherwise, and whether provided under the
original Credit Agreement or other credit agreements or otherwise), including
any appendices, exhibits or schedules to any of the foregoing, and (d) a Credit
Agreement, dated as of November 22, 2000, among certain individuals, certain
banks and JPMorgan Chase Bank, refinancing the obligations under the Credit
Agreement, dated as of September 15, 1999 including any appendices, exhibits or
schedules thereto, as the same may be in effect from time to time, including any
Refinancing thereof from time to time (whether with the original agents and
lenders or other agents and lenders or otherwise, and whether provided under the
original Credit Agreement or other credit agreements or otherwise), including
any appendices, exhibits or schedules to any of the foregoing;

            provided that the principal amount of any Refinancing Indebtedness
with respect to any of the foregoing clauses shall not exceed the amount of the
Indebtedness subject to such Refinancing, immediately prior to such Refinancing.

            "CURRENCY UNIT" for all purposes of this Indenture shall include any
composite currency.

            "CUSTODIAN" means the Trustee, as custodian with respect to the
Securities in global form, or any successor entity thereto.

            "DEBT" means indebtedness for money borrowed.

            "DEFAULT" means any event which is, or after notice or passage of
time, or both, would be, an Event of Default.



                                       4
<PAGE>
            "DEPOSITORY" when used with respect to the Securities of or within
any series issuable or issued in whole or in part in global form, means the
Person designated as Depository by the Company pursuant to Section 3.1 until a
successor Depository shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person
which is then a Depository hereunder, and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

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

            "DTC" means The Depository Trust Company.

            "ECU" means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.

            "EQUITY INTERESTS" means capital stock and all warrants, options or
other rights to acquire capital stock (but excluding any debt security that is
convertible into, or exchangeable for, capital stock).

            "EUROCLEAR" means Euroclear Bank, as operator of the Euroclear
System.

            "EUROPEAN COMMUNITIES" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.

            "EUROPEAN MONETARY SYSTEM" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

            "EXCHANGE SECURITIES" means the Securities issued in the Exchange
Offer in accordance with Section 3.14(f) hereof.

            "EXCHANGE OFFER" has the meaning set forth in the Registration
Rights Agreement.

            "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in
the Registration Rights Agreement.

            "EXCHANGE RATE AGENT", when used with respect to Securities of or
within any series, means, unless otherwise specified with respect to any
Securities pursuant to Section 3.1, a New York Clearing House bank designated
pursuant to Section 3.1 or Section 3.13 (which may include any such bank acting
as Trustee hereunder).

            "EXCHANGE RATE OFFICER'S CERTIFICATE" means a certificate setting
forth (i) the applicable Market Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if
any) and interest, if any (on an aggregate basis and on the basis of a Security
having the lowest denomination principal amount in the relevant currency or
currency unit), payable with respect to a Security of any series on the


                                       5
<PAGE>
basis of such Market Exchange Rate or the applicable bid quotation, signed by
the Chief Financial Officer, the Treasurer, the Controller, any Vice President
or the Assistant Treasurer of the Company.

            "FOREIGN CURRENCY" means any currency issued by the government of
one or more countries other than the United States or by any recognized
confederation or association of such governments.

            "GLOBAL SECURITY LEGEND" means the legend set forth in Section
3.14(g)(ii), which is required to be placed on all Global Securities issued
under this Indenture.

            "GLOBAL SECURITIES" means, individually and collectively, each of
the Restricted Global Securities and the Unrestricted Global Securities,
substantially in the form of Exhibit A1 or A2 hereto, as appropriate, issued in
accordance with Section 3.1, 3.14(b)(iv), 3.14(d)(ii) or 3.14(f) of this
Indenture.

            "GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States or, if specified as contemplated by Section
3.1, the government which issued the currency in which the Securities of a
particular series are payable, for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States or, if specified
as contemplated by Section 3.1, such government which issued the foreign
currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States or such other government, which, in either case, are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, PROVIDED that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation evidenced by such depository
receipt.

            "GUARANTEE" means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

            "GUARANTOR" means each of CIHC and any other Person required to be a
guarantor under Section 9.8 hereof and their successors.

            "HEDGING OBLIGATIONS" means, with respect to any specified Person,
the obligations of such Person incurred in the normal course of business and
consistent with past practices and not for speculative purposes under:

            (1)   interest rate swap agreements, interest rate cap agreements
      and interest rate collar agreements;



                                       6
<PAGE>
            (2)   foreign exchange contracts and currency protection agreements
      entered into with one or more financial institutions designed to protect
      the person or entity entering into the agreement against fluctuations in
      interest rates or currency exchanges rates with respect to Indebtedness
      incurred and not for purposes of speculation;

            (3)   any commodity futures contract, commodity option or other
      similar agreement or arrangement designed to protect against fluctuations
      in the price of commodities used by that entity at the time;

            (4)   other agreements designed to hedge against market risks
      associated with the issuance of insurance products; and

            (5)   other agreements or arrangements designed to protect such
      person against fluctuations in interest rates or currency exchange rates.

            "HOLDER" means, with respect to a Bearer Security, a bearer thereof
or of a coupon appertaining thereto and, with respect to a Registered Security,
a person in whose name a Security is registered on the Register.

            "IAI GLOBAL SECURITY" means the global Security substantially in the
form of Exhibit A1 hereto bearing the Global Security Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depository or its nominee that will be issued in a denomination equal to
the outstanding principal amount of the Securities sold to Institutional
Accredited Investors.

            "INDEBTEDNESS" means, with respect to any specified Person: any
indebtedness of such Person, whether or not contingent:

            (1)   in respect of borrowed money;

            (2)   evidenced by bonds, notes, debentures or similar instruments
      or letters of credit (or reimbursement agreements in respect thereof);

            (3)   in respect of banker's acceptances;

            (4)   representing the amount of liability in respect of a capital
      lease that would, at the time of determination, be required to be
      capitalized on a balance sheet in .accordance with GAAP;

            (5)   representing the balance deferred and unpaid of the purchase
      price of any property, except any such balance that constitutes an accrued
      expense or trade payable; or

            (6)   representing any Hedging Obligations;

if and to the extent of any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others


                                       7
<PAGE>
secured by a Lien on any asset of the specified Person (whether or not such
Indebtedness is assumed by the specified Person) and, to the extent not
otherwise included, the Guarantee by the specified Person of any Indebtedness of
any other Person.

            The amount of any Indebtedness outstanding as of any date will be:

            (1)   the accreted value of the Indebtedness, in the case of any
      Indebtedness issued with original issue discount; and

            (2)   the principal amount of the Indebtedness, together with any
      interest on the Indebtedness that is more than 30 days past due, in the
      case of any other Indebtedness.

            "INDENTURE" means this Indenture as originally executed or as
amended or supplemented from time to time and shall include the forms and terms
of particular series of Securities established as contemplated hereunder.

            "INDEXED SECURITY" means a Security the terms of which provide that
the principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.

            "INDIRECT PARTICIPANT" means a Person who holds a beneficial
interest in a Global Security through a Participant.

            "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

            "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.

            "INVESTMENTS" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations), advances or
capital contributions (excluding commission, travel and similar advances to
officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.

            "LETTER OF TRANSMITTAL" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Securities for use by
such Holders in connection with the Exchange Offer.

            "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or, otherwise perfected under applicable law,
including any conditional sale or other


                                       8
<PAGE>
title retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction.

            "LIQUIDATED DAMAGES" means all additional interest then owing
pursuant to Section 5 of the Registration Rights Agreement.

            "MARKET EXCHANGE RATE" means, unless otherwise specified with
respect to any Securities pursuant to Section 3.1, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section 3.1
for the Securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency, the noon buying rate for such Foreign Currency for
cable transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in New York City, London or any other principal market
for Dollars or such purchased Foreign Currency, in each case determined by the
Exchange Rate Agent. Unless otherwise specified with respect to any Securities
pursuant to Section 3.1, in the event of the unavailability of any of the
exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the
Exchange Rate Agent shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in New York
City, London or other principal market for such currency or currency unit in
question (which may include any such bank acting as Trustee under this
Indenture), or such other quotations as the Exchange Rate Agent shall deem
appropriate. If there is more than one market for dealing in any currency or
currency unit by reason of foreign exchange regulations or otherwise, the market
to be used in respect of such currency or currency unit shall be that upon which
a nonresident issuer of securities designated in such currency or currency unit
would purchase such currency or currency unit in order to make payments in
respect of such securities.

            "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.

            "OBLIGATIONS" means any principal, premium, if any, interest
(including interest accruing on or after the filing of any petition in a
bankruptcy or for reorganization relating to the Company or its Subsidiaries
whether or not a claim for post-filing interest is allowed in such proceeding),
penalties, fees, shares, expenses, indemnifications, reimbursement obligations,
damages (including Liquidated Damages), guarantees and other liabilities or
amounts payable under the documentation governing any Indebtedness or in respect
thereof.


                                       9
<PAGE>
            "OFFICER" means the Chairman of the Board, the President, any Vice
President, the Chief Financial Officer, the Treasurer, the Assistant Treasurer,
the Controller, the Secretary or any Assistant Secretary of the Company or the
Guarantor, as the case may be.

            "OFFICERS' CERTIFICATE", when used with respect to the Company,
means a certificate signed by two Officers, one of whom must be the Chairman of
the Board, the President, the Chief Financial Officer, the Treasurer, the
Assistant Treasurer, the Controller or a Vice President of the Company or the
Guarantor, as the case may be.

            "OPINION OF COUNSEL" means a written opinion from the general
counsel of the Company or the Guarantor or other legal counsel who is reasonably
acceptable to the Trustee. Such counsel may be an employee of or counsel to the
Company or the Guarantor.

            "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.2.

            "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 or Government Obligations in the necessary amount has
      been theretofore deposited with the Trustee or any Paving Agent (other
      than the Company or the Guarantor) in trust or set aside and segregated in
      trust (if the Company or the Guarantor shall act as Paying Agent) for the
      Holders of such Securities and any coupons appertaining thereto, PROVIDED
      that, if such Securities are to be redeemed, notice of such redemption has
      been duly given pursuant to this Indenture or provisions therefor
      satisfactory to the Trustee have been made;

            (3)   Securities, except to the extent provided in Sections 4.4 and
      4.5, with respect to which the Company has effected defeasance and/or
      covenant defeasance as provided in Article 4; and

            (4)   Securities which have been paid pursuant to Section 3.6 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 which there shall have been presented to the Trustee proof
      satisfactory to it that such Securities are held by a bona fide purchaser
      in whose hands such Securities are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 to the Trust
Indenture Act, (W) the principal amount of any Original Issue Discount
Securities that


                                       10
<PAGE>
may be counted in making such determination or calculation and that shall be
deemed to be outstanding for such purpose shall be equal to the amount of
principal thereof that would be (or shall have been declared to be) due and
payable, at the time of such Determination, upon a declaration of acceleration
of the maturity thereof pursuant to Section 5.2, (X) the principal amount of any
Security denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined as of the date such
Security is originally issued by the Company as set forth in an Exchange Rate
Officer's Certificate delivered to the Trustee, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in clause
(w) above) of such Security, (Y) the principal amount of any Indexed Security
that may be counted in making such determination or calculation and that shall
be deemed Outstanding for such purpose shall be equal to the principal face
amount of such Indexed Security at original issuance, unless otherwise provided
with respect to such security pursuant to Section 3.1, and (Z) 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 making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee actually 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.

            "PARTICIPANT" means, with respect to the Depository, Euroclear or
Clearstream, a Person who has an account with the Depository, Euroclear or
Clearstream, respectively (and with respect to DTC, shall include Euroclear and
Clearstream).

            "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest and any other payments on any
Securities on behalf of the Company.

            "PERIODIC OFFERING" means an offering of Securities of a series from
time to time the specific terms of which Securities, including, without
limitation, the rate or rates of interest or formula for determining the rate or
rates of interest thereon, if any, the Maturity thereof and the redemption
provisions, if any, with respect thereto, are to the determined by the Company
upon the issuance of such Securities.

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

            "PLACE OF PAYMENT", when used with respect to the Securities of or
within any series, means the place or places where the principal of, premium, if
any, and interest and any other payments on such Securities are payable as
specified as contemplated by Sections 3.1 and 9.2.



                                       11
<PAGE>
            "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 3.6 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

            "PRINCIPAL AMOUNT", when used with respect to any Security, means
the amount of principal, if any, payable in respect thereof at Maturity;
PROVIDED, HOWEVER, that when used with respect to an Indexed Security in any
context other than the making of payments at Maturity, "principal amount" means
the principal face amount of such Indexed Security at original issuance.

            "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
3.7(g)(i) to be placed on all Securities issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

            "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

            "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, in whole or in part, means the price at which it is to be redeemed
pursuant to this Indenture.

            "REGISTERED SECURITY" means any Security issued hereunder and
registered as to principal and interest in the Register.

            "REGISTRAR" means the Trustee, or any successor entity thereto.

            "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the date hereof, by and among the Company, the
Guarantor and Banc of America Securities LLC, J.P. Morgan Securities Inc. and
Lehman Brothers Inc. as Dealer Managers, as such agreement may be amended,
modified or supplemented from time to time.

            "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the Securities of or within any series means the date specified
for that purpose as contemplated by Section 3.1.

            "REGULATION S" means Regulation S promulgated under the Securities
Act.

            "REGULATION S GLOBAL SECURITY" means a Regulation S Temporary Global
Security or a Regulation S Permanent Global Security, as appropriate.

            "REGULATION S PERMANENT GLOBAL SECURITY" means a permanent global
Security in the form of Exhibit A1 hereto bearing the Global Security Legend and
the Private Placement Legend and deposited with or on behalf of and registered
in the name


                                       12
<PAGE>
of the Depository or its nominee, issued in a denomination equal to the
outstanding principal amount at maturity of the Regulation S Temporary Global
Security upon expiration of the Restricted Period.

            "REGULATION S TEMPORARY GLOBAL SECURITY" means a temporary global
Security in the form of Exhibit A2 hereto bearing the Global Security Legend,
the Private Placement Legend and the Temporary Regulation S Legend and deposited
with or on behalf of and registered in the name of the Depository or its
nominee, issued in a denomination equal to the outstanding principal amount at
maturity of the Securities initially sold in reliance on Rule 903 of Regulation
S.

            "RESPONSIBLE OFFICER", when used with respect to the Trustee, shall
mean 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 senior vice president, any
vice president, any assistant vice president, the secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any senior trust
officer, any trust officer, the controller, any assistant controller, or any
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his knowledge of
and familiarity with a particular subject.

            "RESTRICTED GLOBAL SECURITY" means a Global Security bearing the
Private Placement Legend.

            "RESTRICTED PERIOD" means the 40-day restricted period as defined in
Regulation S.

            "RULE 144" means Rule 144 promulgated under the Securities Act.

            "RULE 144A" means Rule 144A promulgated under the Securities Act.

            "RULE 903" means Rule 903 promulgated under the Securities Act.

            "RULE 904" means Rule 904 promulgated the Securities Act.

            "SEC" means the Securities and Exchange Commission or any successor
federal regulatory body having similar jurisdiction.

            "SECURITY" or "SECURITIES" has the meaning stated in the first
recital of this Indenture and more particularly means a Security or Securities
of the Company issued, authenticated and delivered under this Indenture.

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

            "SENIOR DEBT" means:



                                       13
<PAGE>
            (1)   all Indebtedness of the Guarantor outstanding under the Credit
      Agreements and guarantees by the Guarantor of Indebtedness thereunder and
      all Hedging Obligations with respect thereto; and

            (2)   any Indebtedness of the Guarantor outstanding as of the date
      hereof (other than promissory notes outstanding by the Guarantor in favor
      of Conseco Finance, CFIHC, Inc. and the Company) and any Refinancing
      thereof under a credit agreement, unless the instrument under which such
      Indebtedness is incurred expressly provides that it is on parity with or
      subordinated in right of payment to the Securities;

      provided that the aggregate principal amount of Indebtedness outstanding
      pursuant to clauses (1) and (2) does not at any time exceed the aggregate
      principal amount of the existing Senior Debt under clauses (1) and (2) on
      the date hereof;

            (3)   up to an aggregate of $100 million of other Indebtedness at
      any time outstanding; and

            (4)   all Obligations with respect to the items listed in the
      preceding clauses (1), (2) and (3).

      Notwithstanding anything to the contrary in the preceding, Senior Debt
      will not include:

            (1)   any liability for federal, state, local or other taxes owed or
      owing by the Guarantor;

            (2)   any Indebtedness of the Guarantor to any of its subsidiaries
      or other affiliates;

            (3)   any guarantee by the Guarantor of the existing notes;

            (4)   any trade payables;

            (5)   the portion of any Indebtedness that is incurred in violation
      of this Indenture or the Second Senior Indenture, dated the date hereof,
      among the Company, the Guarantor and the Trustee as originally executed or
      as amended or supplemented from time to time, which shall include the
      forms and terms of particular series of securities established as
      contemplated thereunder; or

            (6)   any Indebtedness the terms of which provide that it is on a
      parity with or subordinated in right of payment to the Securities.

            "SHELF REGISTRATION STATEMENT" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

            "SIGNIFICANT SUBSIDIARY" means any Subsidiary of the Company with,
after the elimination of inter-company accounts, (a) assets which constitute at
least 5% of the consolidated total assets of the Company, or (b) revenues which
constitute at least 5% of the consolidated total revenue of the Company or (c)
net earnings which constitute at least 5% of the consolidated total net earnings
of the Company, but not less than $10,000,000, all as determined


                                       14
<PAGE>
as of the date of the most recently prepared quarterly financial statements of
the Company for the 12-month period then ended.

            "SPECIAL RECORD DATE" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 3.7.

            "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 or in a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

            "SUBSIDIARY" means, with respect to any specified Person:

            (1)   any corporation, association or other business entity of which
      more than 50% of the total voting power of Equity Interests entitled
      (without regard to the occurrence of any contingency) to vote in the
      election of directors, managers or trustees of the corporation,
      association or other business entity is at the time owned or controlled,
      directly or indirectly, by that Person or one or more of the other
      Subsidiaries of that Person (or a combination thereof);

            (2)   any partnership (a) the sole general partner or the managing
      general partner of which is such Person or a Subsidiary of such Person or
      (b) the only general partners of which are that Person or one or more
      Subsidiaries of that Person (or any combination thereof);

            (3)   any limited liability company of which more than 50% of the
      membership interest is owned or controlled by that Person or a Subsidiary
      of such Person; and

            (4)   a trust, association or other unincorporated organization of
      which more than 50% of the beneficial interest is owned or controlled by
      such Person or a Subsidiary of such Person; provided, that, with respect
      to any Investment made by the Company in any Person in the ordinary course
      of business solely for investment purposes, such Person shall not be
      considered a Subsidiary of the Company for the purposes of this Indenture
      if such Person is not integral to business or operations of or any
      Significant Subsidiary.

            "SUBSIDIARY GUARANTEE" means the unconditional and irrevocable
Guarantee by the Guarantor of the Company's obligations with respect to the
Securities.

            "TEMPORARY REGULATION S LEGEND" means the legend set forth in
Section 3.7(h) hereof, which is required to be placed on the Regulation S
Temporary Global Security.

            "TOTAL ASSETS" means, at any date, the total assets appearing on the
most recently prepared consolidated balance sheet of the Company and its
consolidated Subsidiaries as at the end of a fiscal quarter of the Company,
prepared in accordance with generally accepted accounting principles.



                                       15
<PAGE>
            "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in
effect on the date of this Indenture, except as provided in Section 8.3.

            "TRUSTEE" means the party named as such in the first paragraph of
this Indenture until a successor Trustee replaces it pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Trustee and
if, at any time, there is more than one Trustee, "Trustee" as used with respect
to the Securities of any series shall mean the Trustee with respect to the
Securities of that series.

            "UNITED STATES" means, unless otherwise specified with respect to
the Securities of any series as contemplated by Section 3.1 the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.

            "UNRESTRICTED BEARER SECURITY" means one or more Bearer Securities
that do not bear and are not required to bear the Private Placement Legend.

            "UNRESTRICTED GLOBAL SECURITY" means a permanent global Security
substantially in the form of Exhibit A1 attached hereto that bears the Global
Security Legend and that has the "Schedule of Exchanges of Interests in the
Global Security" attached thereto, and that is deposited with or on behalf of
and registered in the name of the Depository, representing a series of
Securities that do not bear the Private Placement Legend.

            "U.S. PERSON" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, a citizen, national or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust, the income of which is subject to
United States federal income taxation regardless of its source.

            The following terms shall have the meanings specified in the
Sections referred to opposite such term below:

<TABLE>
<CAPTION>
     TERM                                              SECTION
     ----                                              -------
<S>                                                    <C>
     "Act".........................................     1.4(a)
     "Bankruptcy Law"..............................      5.1
     "Component Currency"..........................     3.12(d)
     "Conversion Date".............................     3.12(d)
     "Custodian"...................................      5.1
     "Defaulted Interest"..........................     3.7(b)
     "Election Date"...............................     3.12(h)
     "Event of Default"............................      5.1
     "Notice of Default"...........................     5.1(3)
     "Register" ...................................      3.5
     "Registrar"...................................      3.5
     "Valuation Date"..............................     3.7(c)
</TABLE>



                                       16
<PAGE>
Section 1.2 COMPLIANCE CERTIFICATES AND OPINIONS.

            Upon any application or request by the Company or the Guarantor to
the Trustee to take an action under any provision of this Indenture, the Company
or the Guarantor, as the case may be, shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Sections 2.3 and 9.6) shall include:

            (1)   a statement that each individual signing such certificate or
      opinion has read such condition or covenant 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 condition or
      covenant 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 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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


                                       17
<PAGE>
Guarantor, as the case may be, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
as to such matters are erroneous.

            Any certificate, statement or opinion of an Officer of the Company
or of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such Officer or counsel, as the
case may be, knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the accounting matters
upon which his certificate, statement or opinion is based 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 1.4 ACTS OF HOLDERS.

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

            (b)   The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him 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.

            (c)   The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed by any trust
company, bank, banker or other depository, wherever situated if such certificate
shall be deemed by the Trustee to be satisfactory, showing that at the date
therein mentioned such Person had on deposit with such depository, or exhibited
to it, the Bearer Securities therein described; or such facts may be proved by
the certificate or affidavit of the Person holding such Bearer Securities, if
such certificate or affidavit is deemed by the Trustee to be satisfactory. The
Trustee, the Company and the Guarantor may assume that such ownership of any
Bearer Security continues until (i) another such certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced,
(ii) such Bearer Security is produced to the Trustee by some other Person, (iii)
such Bearer Security is


                                       18
<PAGE>
surrendered in exchange for a Registered Security or (iv) such Bearer Security
is no longer Outstanding. The ownership of Bearer Securities may also be proved
in any other manner which the Trustee deems sufficient.

            (d)   The ownership of Registered Securities shall be proved by the
Register.

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

            (f)   If the Company or the Guarantor shall solicit from the Holders
of any series any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company or the Guarantor, as the case may be, may, at
its option, by or pursuant to a Board Resolution, fix in advance a record date
for the determination of Holders of such series entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company or the Guarantor, as the case may be, shall have no obligation to do so,
PROVIDED 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
such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Outstanding Securities have authorized or
agreed or consented to such request, demand authorization, direction, notice,
consent, waiver or other Act, and for that purpose the Outstanding Securities
shall be computed as of such record date; PROVIDED that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

            (g)   The Trustee may set any day as a record date for the purpose
of determining the Holders 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 5.2, (iii) any direction referred to in Section 5.8 or
(iv) any request to institute proceedings referred to in Section 5.9(2), in each
case with respect to Securities of such series. If such a record date is fixed
pursuant to this paragraph, the relevant action may be taken or given before or
after such record date, but only the Holders of record at the close of business
on such record date shall be deemed to be holders of a series for the purpose of
determining whether Holders of the requisite proportion of Outstanding
Securities of such series have authorized or agreed or consented to such action,
and for that purpose the Outstanding Securities of such series shall be computed
as of such record date; PROVIDED that no such action by Holders on such record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the 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


                                       19
<PAGE>
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 and the proposed action by Holders to be given to the
Company and the Guarantor in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.6.

Section 1.5 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, (1) the Trustee
by any Holder or by the Company or the Guarantor shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) in writing and
mailed, first-class postage prepaid, to the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Trustee Administration, or (2) the Company or
the Guarantor by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) in writing and
mailed, first-class postage prepaid, to the Company or the Guarantor addressed
to it at Conseco, Inc., 11825 N. Pennsylvania Street, Carmel, Indiana 46032,
Attention: General Counsel or at any other address previously furnished in
writing to the Trustee by the Company or the Guarantor.

Section 1.6 NOTICE TO HOLDERS; WAIVER.

            Where this Indenture provides for notice to Holders of an event (i)
if any of the Securities affected by such event are Registered Securities, such
notice to the Holders thereof shall be sufficiently given unless otherwise
herein expressly provided) if in writing and mailed first-class postage prepaid
to each such Holder affected by such event, at his address as it appears in the
Register within the time prescribed for the giving of such notice and, (ii) if
any of the Securities affected by such event are Bearer Securities, notice to
the Holders thereof shall be sufficiently given (unless otherwise herein or in
the terms of such Bearer Securities expressly provided) if published once in an
Authorized Newspaper in New York, New York and in such other city or cities, if
any, as may be specified as contemplated by Section 3.1.

            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 of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. In any case where notice
is given to Holders by publication, neither the failure to publish such notice,
nor any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice with respect to any Holders of Registered Securities given as
provided herein. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice.

            If by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice as provided
above, then such notification as


                                       20
<PAGE>
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. If it is impossible or, in the opinion
of the Trustee, impracticable to give any notice by publication in the manner
herein required, then such publication in lieu thereof as shall be made with the
approval of the Trustee shall constitute a sufficient publication of such
notice.

            Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

            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 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.

Section 1.7 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 1.8 SUCCESSOR AND ASSIGNS.

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

Section 1.9 SEPARABILITY.

            In case any provision of this Indenture or the Securities or the
Subsidiary Guarantee 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 1.10 BENEFITS OF INDENTURE.

            Nothing in this Indenture or in the Securities or the Subsidiary
Guarantee, expressed 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 1.11 GOVERNING LAW.

            THIS INDENTURE, THE SECURITIES, THE SUBSIDIARY GUARANTEE AND ANY
COUPONS APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAWS. This Indenture is subject to the Trust Indenture Act and if any
provision hereof limits, qualifies or conflicts with any 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


                                       21
<PAGE>
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be. Whether or not this Indenture is required to be
qualified under the Trust Indenture Act, the provisions of the Trust Indenture
Act required to be included in an indenture in order for such indenture to be so
qualified shall be deemed to be included in this Indenture with the same effect
as if such provisions were set forth herein and any provisions hereof which may
not be included in an indenture which is so qualified shall be deemed to be
deleted or modified to the extent such provisions would be required to be
deleted or modified in an indenture so qualified.

Section 1.12 LEGAL HOLIDAYS.

            In any case where any Interest Payment Date, Redemption Date,
sinking fund payment date, Stated Maturity or 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 any Security or coupon other than a provision
in the Securities of an series which specifically states that such provision
shall apply in lieu of this Section) payment of principal, premium, if any, or
interest 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 such date; PROVIDED that no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be.


                                    ARTICLE 2
                                 SECURITY FORMS

Section 2.1 FORMS GENERALLY.

            (a)   Form of Securities. The Securities of each series and the
coupons, if any, to be attached thereto shall be in substantially the form
attached hereto as Exhibit A-1 and Exhibit A-2 or otherwise in such 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 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 and coupons, if any, as evidenced by their execution
of the Securities and coupons, if any. If temporary Securities of any series are
issued as permitted by Section 3.1, the form thereof also shall be established
as provided in the preceding sentence. If the forms of Securities and coupons,
if any, of any series are established by, or by action taken pursuant to, a
Board Resolution, a copy of the Board Resolution together with an appropriate
record of any such action taken pursuant thereto, including a copy of the
approved form of Securities or coupons, if any, 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 3.3 for
the authentication and delivery of such Securities.

            Unless otherwise specified as contemplated by Section 3.1, Bearer
Securities shall have interest coupons attached.



                                       22
<PAGE>
            The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved boarders or may be produced in any
other manner, all as determined by the officers executing such Securities and
coupons, if any, as evidenced by their execution of such Securities and coupons,
if any.

            (b)   Form of Guarantee. The form of Subsidiary Guarantee 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 as may, consistently herewith, be determined by the officers
executing such Subsidiary Guarantee, as evidenced by their execution of the
Subsidiary Guarantee. If the form of Subsidiary Guarantee is established by, or
by action taken pursuant to, a Board Resolution, a copy of the Board Resolution
together with an appropriate record of any such action taken pursuant thereto,
including a copy of the approved form of Subsidiary Guarantee 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 Subsidiary Guarantee.

Section 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

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

Section 2.3 SECURITIES IN GLOBAL FORM.

            (a)   General. If Securities of or within a series are issuable in
whole or in part in global form, any such Security may provide that it shall
represent the aggregate or specified amount of Outstanding Securities from time
to time endorsed thereon and may also provide that the aggregate amount of
Outstanding Securities represented thereby may from time to time be reduced or
increased to reflect exchanges. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders, of Outstanding Securities represented thereby, shall be made
in such manner and by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 3.3 or 3.4.
Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the
Trustee shall deliver and redeliver any security in permanent global form in the
manner and upon instructions given by the Person or Persons specified therein or
in the applicable Company Order. Any instructions by the Company or the
Guarantor with respect to endorsement or delivery or redelivery of a Security in
global form shall be in writing but need not comply with Section 1.2 hereof and
need not be accompanied by an Opinion of Counsel.

            The provisions of the last paragraph of Section 3.3 shall apply to
any Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 1.2 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last paragraph of Section 3.3.



                                       23
<PAGE>
            Notwithstanding the provisions of Section 2.1 and 3.7, unless
otherwise specified as contemplated by Section 3.1, payment of principal of,
premium, if any, and interest on any Security in permanent global form shall be
made to the Person or Persons specified therein.

            (b)   Global Securities. Securities issued in global form shall be
substantially in the form of Exhibit A1 or A2 attached hereto (including the
Global Security Legend thereon and the "Schedule of Exchanges of Interests in
the Global Security" attached thereto). Securities issued in definitive form
shall be substantially in the form of Exhibit A1 attached hereto (but without
the Global Security Legend thereon and without the "Schedule of Exchanges of
Interests in the Global Security" attached thereto). Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate principal amount of
outstanding Securities from time to time endorsed thereon and that the aggregate
principal amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Securities
represented thereby shall be made by the Trustee in accordance with instructions
given by the Holder thereof as required by Section 3.14 hereof.

            (c)   Temporary Global Securities. Securities offered and sold in
reliance on Regulation S shall be issued initially in the form of the Regulation
S Temporary Global Security, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Trustee, as custodian
for The Depository Trust Company ("DTC") in New York, New York, and registered
in the name of the Depository or the nominee of the Depository for the accounts
of designated agents holding on behalf of Euroclear or Clearstream, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The Restricted Period shall be terminated upon the receipt by the
Trustee of (i) a written certificate from Euroclear and Clearstream certifying
that they have received certification of non-United States beneficial ownership
of 100% of the aggregate principal amount at maturity of the Regulation S
Temporary Global Security (except to the extent of any Beneficial Owners thereof
who acquired an interest therein during the Restricted Period pursuant to
another exemption from registration under the Securities Act and who shall take
delivery of a beneficial ownership interest in a 144A Global Security bearing a
Private Placement Legend, all as contemplated by Section 3.14(a)(ii) hereof),
and (ii) an Officers' Certificate from the Company. Following the termination of
the Restricted Period, beneficial interests in the Regulation S Temporary Global
Security shall be exchanged for beneficial interests in Regulation S Permanent
Global Securities pursuant to the Applicable Procedures. Simultaneously with the
authentication of Regulation S Permanent Global Securities, the Trustee shall
cancel the Regulation S Temporary Global Security. The aggregate principal
amount of the Regulation S Temporary Global Security and the Regulation S
Permanent Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depository or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

            (d)   Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Cedel Bank" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Temporary Global Security
and the Regulation S


                                       24
<PAGE>
Permanent Global Securities that are held by Participants through Euroclear or
Clearstream.


                                    ARTICLE 3
                                 THE SECURITIES

Section 3.1 AMOUNT UNLIMITED; ISSUABLE IN SERIES.

            (a)   The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series.

            (b)   The following matters shall be established with respect to
each series of Securities issued hereunder (i) by a Board Resolution, (ii) by
action taken pursuant to a Board Resolution and (subject to Section 3.3) set
forth, or determined in the manner provided, in an Officers' Certificate or
(iii) in one or more indentures supplemental hereto:

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

            (2)   any limit upon the aggregate principal amount of the
      Securities of the series which may be authenticated and delivered under
      this Indenture (which limit shall not pertain to Securities authenticated
      and delivered upon registration of transfer of, or in exchange for, or in
      lieu of, other securities of the series pursuant to Section 3.4, 3.5, 3.6,
      3.14, 8.6, or 10.7);

            (3)   the date or dates on which the principal of and premium, if
      any, on the Securities of the series is payable or the method of
      determination thereof;

            (4)   the rate or rates at which the Securities of the series shall
      bear interest, if any, or the method of calculating such rate or rates of
      interest, the date or dates from which such interest shall accrue or the
      method by which such date or dates shall be determined, the Interest
      Payment Dates on which any such interest shall be payable and, with
      respect to Registered Securities, the Regular Record Date, if any, for the
      interest payable on any Registered Security on any Interest Payment Date;

            (5)   the place or places where the principal of, premium, if any,
      interest, if any, and Liquidated Damages, if any on securities of the
      series shall be payable;

            (6)   the period or periods within which, the price or prices at
      which, the currency or currencies (including currency unit or units) in
      which, and the other terms and conditions upon which, Securities of the
      series may be redeemed, in whole or in part, at the option of the Company
      and, if other than as provided in Section 10, the manner in which the
      particular Securities of such series (if less than all Securities of such
      series are to be redeemed) are to be selected for redemption;



                                       25
<PAGE>
            (7)   the obligation, if any, of the Company to redeem or purchase
      Securities of the series pursuant to any sinking fund or analogous
      provisions or upon the happening of a specified event or at the option of
      a Holder thereof and the period or periods within which the price or
      prices at which and the other terms and conditions upon which Securities
      of the series shall be redeemed or purchased, in whole or in part,
      pursuant to such obligation;

            (8)   if other than denominations of $1,000 and any integral
      multiple thereof, if Registered Securities, and if other than the
      denomination of $5,000 and any integral multiple thereof, if Bearer
      Securities, the denominations in which Securities of the series shall be
      issuable;

            (9)   if other than Dollars, the currencies or currencies (including
      currency unit or units) in which the principal of, premium, if any,
      interest, if any, and Liquidated Damages, if any, on the Securities of the
      series shall be payable, or in which the Securities of the series shall be
      denominated, and the particular provisions applicable thereto in
      accordance with, in addition to, or in lieu of the provisions of Section
      3.12;

            (10)  if the payments of principal of, premium, if any, interest, if
      any, or Liquidated Damages, if any, on the Securities of the series are to
      be made, at the election of the Company or a Holder, in a currency or
      currencies (including currency unit or units) other than that in which
      such Securities are denominated or designated to be payable, the currency
      or currencies (including currency unit or units) in which such payments
      are to be made, the terms and conditions of such payments and the manner
      in which the exchange rate with respect to such payments shall be
      determined, and the particular provisions applicable thereto in accordance
      with, in addition to, or in lieu of the provisions of Section 3.12;

            (11)  if the amount of payments of principal of, premium, if any,
      interest, if any, and Liquidated Damages, if any, on the securities of the
      series shall be determined with reference to an index, formula or other
      method (which index, formula or method may be based, without limitation,
      on a currency or currencies (including currency unit or units) other than
      that in which the Securities of the series are denominated or designated
      to be payable), the index, formula or other method by which such amounts
      shall be determined;

            (12)  if other than the principal amount thereof, the portion of the
      principal amount of such Securities of the series which shall be payable
      upon declaration of acceleration thereof pursuant to Section 5.2 or the
      method by which such portion shall be determined;

            (13)  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 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


                                       26
<PAGE>
      Maturity (or, in any such case, the manner in which such amount deemed to
      be the principal amount shall be determined);

            (14)  if other than as provided in Section 3.7, the Person to whom
      any interest on any Registered Security of the series shall be payable and
      the manner in which, or the Person to whom, any interest on any Bearer
      Securities of the series shall be payable;

            (15)  provisions, if any, granting special rights to the Holders of
      Securities of the series upon the occurrence of such events as may be
      specified;

            (16)  any deletions from, modifications of or additions to the
      Events of Default set forth in Section 5.1 or covenants of the Company set
      forth in Article 9 pertaining to the Securities of the series;

            (17)  under what circumstances, if any, the Company will pay
      additional amounts on the Securities of that series held by a Person who
      is not a U.S. Person in respect of taxes or similar charges withheld or
      deducted and, if so, whether the Company will have the option to redeem
      such Securities rather than pay such additional amounts (and the terms of
      any such option);

            (18)  whether Securities of the series shall be issuable as
      Registered Securities or Bearer Securities (with or without interest
      coupons), or both, and any restrictions applicable to the offering, sale
      or delivery of Bearer Securities and, if other than as provided in Section
      3.5 and Section 3.14, the terms upon which Bearer Securities of a series
      may be exchanged for Registered Securities of the same series and vice
      versa;

            (19)  the date as of which any Bearer Securities of the series and
      any temporary global Security representing Outstanding Securities of the
      series shall be dated if other than the date of original issuance of the
      first Security of the series to be issued;

            (20)  if other than the forms attached hereto as Exhibits A-1 and
      A-2, the forms of the Securities and coupons, if any, of the series;

            (21)  the applicability, if any, to the Securities of or within the
      series of Sections 4.4 and 4.5, or such other means of defeasance or
      covenant defeasance as may be specified for the Securities and coupons, if
      any, of such series, and, if the Securities are payable in a currency
      other than Dollars, whether, for the purpose of such defeasance or
      covenant defeasance the term "Government Obligations" shall include
      obligations referred to in the definition of such term which are not
      obligations of the United States or an agency or instrumentality of the
      United States;

            (22)  if other than the Trustee, the identity of the Registrar and
      any Paying Agent;

            (23)  the designation of the initial Exchange Rate Agent, if any;

            (24)  if the Securities of the series shall be issued in whole or in
      part in global form (i) the Depository for such global Securities, (ii)
      the form of any legend in addition


                                       27
<PAGE>
      to or in lieu of those in section 3.14 which shall be borne by such global
      security, (iii) whether beneficial owners of interests in any Securities
      of the series in global form may exchange such interests for certificated
      Securities of such series and of like tenor of any authorized form and
      denomination, and (iv) if other than as provided in Section 3.5 and
      Section 3.14, the circumstances under which any such exchange may occur;
      and

            (25)  any other terms of the series (which terms shall not be
      inconsistent with the provisions of this Indenture) including any terms
      which may be required by or advisable under United States laws or
      regulations or advisable (as determined by the Company) in connection with
      the marketing of Securities of the series.

            (c)   All Securities of any one series and coupons, if any,
appertaining to any Bearer Securities of such series shall be substantially
identical except, in the case of Registered Securities, as to denomination and
except as may otherwise be provided (i) by a Board Resolution, (ii) by action
taken pursuant to a Board Resolution and (subject to Section 3.3) set forth or
determined in the manner provided, in the related Officers' Certificate or (iii)
in an indenture supplemental hereto. All Securities of any one series need not
be issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

            (d)   if any of the terms of the Securities of any series are
established by action taken pursuant to a Board Resolution, a copy of such Board
Resolution shall be certified by the Corporate 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, or providing the manner for
determining, the terms of the Securities of such series, and an appropriate
record of any action taken pursuant thereto in connection with the issuance of
any Securities of such series shall be delivered to the Trustee prior to the
authentication and delivery thereof.

Section 3.2 DENOMINATIONS.

            Unless otherwise provided as contemplated by Section 3.1, any
Registered Securities of a series shall be issuable in denominations of $1,000
and any integral multiple thereof and any Bearer Securities of a series shall be
issuable in the denomination of $5,000 and any integral multiples thereof.

Section 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

            Securities shall be executed on behalf of the Company by two
Officers. The Company's seal shall be reproduced on the Securities. The
signatures of any of these officers on the Securities may be manual or
facsimile. The coupons, if any, of Bearer Securities shall bear the facsimile
signature of two Officers.

            Securities and coupons 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.



                                       28
<PAGE>
            At any time and from time to time, the Company may deliver
Securities, together with any coupons appertaining thereto, 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; PROVIDED, HOWEVER, that in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including without
limitation, the receipt by the Trustee of oral or electronic instructions from
the Company or its duly authorized agents, promptly confirmed in writing)
acceptable to the Trustee as may be specified pursuant to a Company Order
delivered to the Trustee prior to the time of the first authentication of
Securities of such series.

            If the form or terms of the Securities of a series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.l, 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 315(a) through
(d) of the Trust Indenture Act) shall be fully protected in relying upon, an
Opinion of Counsel stating,

            (1)   if the forms of such Securities and any coupons have been
      established by or pursuant to a Board Resolution as permitted by Section
      2.1, that such forms have been established in conformity with the
      provisions of this Indenture;

            (2)   if the terms of such Securities and any coupons have been
      established by or pursuant to a Board Resolution as permitted by Section
      3.1, that such terms have been, or in the case of Securities of a series
      offered in a Periodic Offering, will be, established in conformity with
      the provisions of this Indenture, subject in the case of Securities
      offered in a Periodic Offering, to any conditions specified in such
      Opinion of Counsel; and

            (3)   that such Securities together with any coupons appertaining
      thereto, 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 legal binding obligations of
      the Company, enforceable in accordance with their terms, subject to
      bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
      and other similar laws of general applicability relating to or affecting
      the enforcement of creditors' rights and to general equity principles and
      except further as enforcement thereof may be limited by requirements that
      a claim with respect to any Securities denominated other than in Dollars
      (or a Foreign Currency or currency unit judgment in respect of such claim)
      be converted into Dollars at a rate of exchange prevailing on a date
      determined pursuant to applicable law or governmental authority to limit,
      delay or prohibit the making of payments in Foreign Currencies or currency
      units or payments outside the United States.

            Notwithstanding that such form or terms have been so established,
the Trustee shall have the right to decline to authenticate such Securities if,
in the written opinion of counsel to the Trustee (which counsel may be an
employee of the Trustee) reasonably acceptable to the


                                       29
<PAGE>
Company, the issue of such Securities pursuant to this Indenture will adversely
affect the Trustee's own rights, duties or immunities under this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.
Notwithstanding the generality of the foregoing, the Trustee will not be
required to authenticate Securities denominated in a Foreign Currency if the
Trustee reasonably believes that it would be unable to perform its duties with
respect to such Securities.

            Notwithstanding the provisions of Section 3.1 and of the two
preceding paragraphs, if all of the Securities of any series are not to be
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.1 or the Company Order and
Opinion of Counsel otherwise required pursuant to the two preceding paragraphs
in connection with the authentication of each Security of such series if such
documents, with appropriate modifications to cover such future issuances, are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

            With respect to Securities of a series offered in a Periodic
Offering, the Trustee may rely, as to the authorization by the Company of any of
such securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

            If the Company shall establish pursuant to Section 3.1 that the
Securities of a series are to be issued in whole or in part in global form, then
the Company shall execute and the Trustee shall, in accordance with this Section
and the Company Order with respect to such series, authenticate and deliver one
or more Securities in global form that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered, if a Registered Security,
in the name of the Depository for such Security or Securities in global form or
the nominee of such Depository, (iii) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instruction and (iv) shall bear the
legends set forth in Section 3.14 and the terms of the Board Resolution or
supplemental indenture relating to such series.

            Each Depository designated pursuant to Section 3.1 for a Registered
Security in global form must, at the time of its designation and at all times
while it serves as Depository, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or regulation.
The Trustee shall have no responsibility to determine if the Depository is so
registered. Each Depository shall enter into an agreement with the Trustee
governing the respective duties and rights of such Depository and the Trustee
with regard to Securities issued in global form.

            Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 3.1.

            No Security or coupon appertaining thereto shall be entitled to any
benefits under this Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of one of the authorized signatories of
the Trustee or an Authenticating Agent and no


                                       30
<PAGE>
coupon shall be valid until the Security to which it appertains has been so
authenticated. Such signature upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered under this Indenture and is entitled to the benefits of this
Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled.

            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 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

Section 3.4 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 of such series which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor and form, with or without coupons, 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 conclusively evidenced by their
execution of such Securities and coupons, if any. In the case of Securities of
any series, such temporary Securities may be in global form, representing all or
a portion of the Outstanding Securities of such series.

            Except in the case of temporary Securities in global form, each of
which shall be exchanged in accordance with the provisions thereof, if temporary
Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After
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 pursuant to Section 9.2 in a Place of Payment for such series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor; PROVIDED, HOWEVER, that no definitive Bearer Security shall be delivered
in exchange for a temporary Registered Security; and PROVIDED FURTHER that no
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security unless the Trustee shall have received from the person entitled to
receive the definitive Bearer Security a certificate substantially in the form
approved in or pursuant to the Board Resolutions relating thereto and such
delivery shall occur only outside the United States. 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 except as
otherwise specified as contemplated by Section 3.1.



                                       31
<PAGE>
Section 3.5 REGISTRATION, TRANSFER AND EXCHANGE.

            The Company shall cause to be kept at the Corporate Trust Office of
the Trustee or in any office or agency to be maintained by the Company in
accordance with Section 9.2 in a Place of Payment a register (the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Registered Securities and the registration
of transfers of Registered Securities. The Register shall be in written form or
any other form capable of being converted into written form within a reasonable
time. The Trustee is hereby appointed "Registrar" for the purpose of registering
Registered Securities and transfers of Registered Securities as herein provided.

            Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency maintained pursuant to Section
9.2 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 Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount containing
identical terms and provisions. Bearer Securities or any coupons appertaining
thereto shall be transferable by delivery.

            At the option of the Holder, Registered Securities of any series
(except a Registered Security in global form) may be exchanged for other
Registered Securities of the same series, of any authorized denominations and of
a like aggregate principal amount containing identical terms and provisions,
upon surrender of the Registered Securities to be exchanged at such office or
agency. Whenever any Registered Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Registered Securities which the Holder making the exchange is entitled to
receive. Unless otherwise specified as contemplated by Section 3.1, Bearer
Securities may not be issued in exchange for Registered Securities.

            Unless otherwise specified as contemplated by Section 3.1, at the
option of the Holder, Bearer Securities of such series may be exchanged for
Registered Securities (if the Securities of such series are issuable in
registered form) or Bearer Securities (if Bearer Securities of such series are
issuable in more than one denomination and such exchanges are permitted by such
series) of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company and the
Trustee in an amount equal to the face amount of such missing coupon or coupons,
or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; PROVIDED, HOWEVER,
that, except as otherwise provided in Section 9.2, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United


                                       32
<PAGE>
States. Notwithstanding the foregoing, in case any Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered
Security of the same series after the close of business at such office or agency
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related date
for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such coupon is so surrendered with such
Bearer Security, such coupon shall be returned to the person so surrendering the
Bearer Security), and interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the holder of such coupon,
when due in accordance with the provisions of this Indenture.

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

            Notwithstanding any other provision of this Section, unless and
until it is exchanged in whole or in part for Securities in certificated form in
the circumstances described below, a Security in global form representing all or
a portion of the Securities of a series may not be transferred except as a whole
by the Depository for such series to a nominee of such Depository or by a
nominee of such Depository to such Depository or another nominee of such
Depository or by such Depository or any such nominee to a successor Depository
for such series or a nominee of such successor Depository.

            If at any time the Depository for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depository
for the Securities of such series or if at any time the Depository for the
Securities of such series shall no longer be eligible under Section 3.3, the
Company shall appoint a successor Depository with respect to the Securities of
such series. If a successor Depository for the Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company selection pursuant to
Section 3.1(b)(23) shall no longer be effective with respect to the Securities
of such series and the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of certificated Securities of
such series of like tenor, shall authenticate and deliver Securities of such
series of like tenor in certificated form, in authorized denominations and in an
aggregate principal amount equal to the principal amount of the Security or
Securities of such series of like tenor in global form in exchange for such
Security or Securities in global form.

            The Company may at any time in its sole discretion determine that
Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Company shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of


                                       33
<PAGE>
the Security or Securities of such series of like tenor in global form in
exchange for such Security or Securities in global form.

            If specified by the Company pursuant to Section 3.1 with respect to
a series of Securities, the Depository for such series may surrender a Security
in global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depository. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

            (i)   to each Person specified by such Depository a new certificated
      Security or Securities of the same series of like tenor, of any authorized
      denomination as requested by such Person in aggregate principal amount
      equal to and in exchange for such Person's beneficial interest in the
      Security in global form; and

            (ii)  to such Depository a new Security in global form of like tenor
      in a denomination equal to the difference, if any, between the principal
      amount of the surrendered Security in global form and the aggregate
      principal amount of certificated Securities delivered to Holders thereof.

            Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be cancelled by the
Trustee. Unless expressly provided with respect to the Securities of any series
that such Security may be exchanged for Bearer Securities, Securities in
certificated form issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depository for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

            Whenever any Securities are 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 upon any
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 Registered Security presented or surrendered for registration
of transfer or for exchange shall (if so required by the Company, the Registrar
or the Trustee) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company, the Registrar and the Trustee 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
for any exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration or transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4 of 10.7 not involving any transfer.



                                       34
<PAGE>
            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 (i) to
issue, register the transfer of, or exchange any Securities for a period
beginning at the opening of business 15 days before any selection for redemption
of Securities of like tenor and of the series of which such Security is a part
and ending at the close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all Holder of Securities of
like tenor and of such series to be redeemed; (ii) to register the transfer of
or exchange any Registered Security so selected for redemption, in whole or in
part, except the unredeemed portion of any Security being redeemed in part; or
(iii) to exchange any Bearer Security so selected for redemption, except that
such a Bearer Security may be exchanged for a Registered Security of that series
and like tenor; PROVIDED that such Registered Security shall be simultaneously
surrendered for redemption.

            The foregoing provisions relating to registration, transfer and
exchange may be modified, supplemented or superseded with respect to any series
of Securities by a Board Resolution or in one or more indentures supplemental
hereto.

Section 3.6 REPLACEMENT SECURITIES.

            If a mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, together with, in proper
cases, such security or indemnity as may be required by the Company or the
Trustee to save each of them harmless, the Company shall execute and the Trustee
shall authenticate and deliver a replacement Registered Security, if such
surrendered Security was a Registered Security, or a replacement Bearer Security
with coupons corresponding to the Coupons appertaining to the surrendered
Security, if such surrendered Security was a Bearer Security, of the same series
and date of maturity, if the Trustee's requirements are met.

            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
or Security with a destroyed, lost or stolen coupon 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 Security or coupon 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 or in exchange for the Security
to which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a replacement Registered Security, if
such Holder's Claim appertains to a Registered Security, or a replacement Bearer
Security with coupons corresponding to the coupons appertaining to the
destroyed, lost or stolen Bearer Security or the Bearer Security to which such
lost, destroyed or stolen coupon appertains, if such Holder's claim appertains
to a Bearer Security, of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding with coupons corresponding to the coupons, if any, appertaining to
the destroyed, lost or stolen Security.

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


                                       35
<PAGE>
that payment of principal of and any premium or interest on Bearer Securities
shall, except as otherwise provided in Section 9.2, be payable only at an office
or agency located outside the United States and, unless otherwise specified as
contemplated by Section 3.1, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the coupons appertaining thereto.

            Upon the issuance of any new Security under this Section, the
Company may require that 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, its agents and
counsel) connected therewith.

            Every new Security of any series with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its
coupon, if any, or the destroyed, lost or stolen coupon, 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 and their coupons, if any, 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 or coupons.

Section 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

            (a)   Unless otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, interest, if any, on any Registered
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 at the office or agency maintained
for such purpose pursuant to 9.2; PROVIDED, HOWEVER, that at the option of the
Company, interest on any series of Registered Securities that earn interest may
be paid (i) by check mailed to the address of the Person entitled thereto as it
shall appear on the Register of Holders of Securities of such series or (ii) at
the expense of the Company, by wire transfer to an account maintained by the
Person entitled thereto as specified in the Register of Holders of Securities of
such series.

            Unless otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, (i) interest, if any, on Bearer Securities
shall be paid only against presentation and surrender of the coupons for such
interest installments as are evidenced thereby as they mature and (ii) original
issue discount, if any, on Bearer Securities shall be paid only against
presentation and surrender of such Securities; in either case at the office of a
Paying Agent located outside the United States, unless the Company shall have
otherwise instructed the Trustee in writing provided that any such instruction
for payment in the United States does not cause any Bearer Security to be
treated as a "registration-required obligation" under United States laws and
regulations. The interest, if any, on any temporary Bearer Security shall be
paid, as to any installment of interest evidenced by a coupon attached thereto
only upon presentation and surrender of such coupon and, as to other
installments of interest, only upon presentation of


                                       36
<PAGE>
such Security for notation thereon of the payment of such interest. If at the
time a payment of principal of or interest, if any, on a Bearer Security or
coupon shall become due, the payment of the full amount so payable at the office
or offices of all the Paying Agents outside the United States is illegal or
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the payment of such amount in Dollars, then the Company
may instruct the Trustee in writing to make such payments at a Paying Agent
located in the United States, provided that provision for such payment in the
United States would not cause such Bearer Security to be treated as a
"registration-required obligation" under United States laws and regulations.

            (b)   Unless otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, any interest on Registered Securities 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 Holders on the relevant Regular Record Date by virtue
of their having been such Holders, 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 such Defaulted
      Interest to the Persons in whose names such Registered Securities (or
      their respective Predecessor Securities) are registered at the close of
      business on a Special Record Date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall
      deposit with the Trustee an amount of money equal to the aggregate amount
      proposed to be paid in respect of such Defaulted Interest or shall make
      arrangements satisfactory to the Trustee for such deposit prior to the
      date of the proposed payment, such money when deposited to be held in
      trust for the benefit the Persons entitled to such Defaulted Interest as
      in this clause (1) 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 mailed,
      first-class postage prepaid, to each Holder of such Registered Securities
      at his address as it appears in the Register, not less than 10 days prior
      to such Special Record Date. Notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor having been so
      mailed, such Defaulted Interest shall be paid to the Persons in whose
      names such Registered Securities (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 such Defaulted Interest to the
      Persons in whose names such Registered Securities (or their respective
      Predecessor Securities) are registered at the close of business on a
      specified date in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which such Registered
      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


                                       37
<PAGE>
      pursuant to this clause (2), such manner of payment shall be deemed
      practicable by the Trustee.

            (c)   Subject to the foregoing provisions of this Section and
Section 3.14, 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 3.8 PERSONS DEEMED OWNERS.

            Prior to due presentment of any Registered Security for registration
of transfer, the Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 3.7) interest on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and none of the
Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor
or the Trustee shall be affected by notice to the contrary.

            The Company, the Guarantor, the Trustee and an agent of the Company,
the Guarantor or the Trustee may treat the bearer of any Bearer Security and the
bearer of any coupon as the absolute owner of such Bearer Security or coupon for
the purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Bearer Security or coupon be overdue,
and none of the Company, the Guarantor, the Trustee or any agent of the Company,
the Guarantor or the Trustee shall be affected by notice to the contrary.

            None of the Company, the Guarantor, the Trustee or any agent of the
Company or the Trustee shall 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.
Notwithstanding the foregoing, with respect to any Security in global form,
nothing herein shall prevent the Company, the Guarantor or the Trustee, or any
agent of the Company, the Guarantor or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any Depository
(or its nominee) as a Holder, with respect to such Security in global form or
impair, as between such Depository and owners of beneficial interests in such
Security in global form, the operation of customary practices governing the
exercise of the rights of such Depository (or its nominee) as Holder of such
Security in global form.

Section 3.9 CANCELLATION.

            The Company at any time may deliver Securities and coupons to the
Trustee for cancellation. The Registrar and any Paying Agent shall forward to
the Trustee any Securities and coupons surrendered to them for replacement, for
registration of transfer, or for exchange or payment. The Trustee shall cancel
all Securities and coupons surrendered for replacement, for registration of
transfer, or for exchange, payment, redemption or cancellation and may, but
shall not be required to, dispose of cancelled Securities and coupons and issue
a certificate of


                                       38
<PAGE>
destruction to the Company. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.

Section 3.10 COMPUTATION OF INTEREST.

            Except as otherwise specified as contemplated by Section 3.1,
interest on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months.

Section 3.11 CUSIP NUMBERS.

            The Company in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, in such case, the Trustee shall use "CUSIP" numbers
in notices of redemption as a convenience to Holders; PROVIDED that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.

Section 3.12 CURRENCY AND MANNER OF PAYMENT IN RESPECT OF SECURITIES.

            (a)   Unless otherwise specified with respect to any Securities
pursuant to section 3.1, with respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of, premium, if any, interest, if any, and
Liquidated Damages, if any, on any Registered or Bearer Security of such series
will be made in the currency or currencies or currency unit or units in which
such Registered Security or Bearer Security, as the case may be, is payable. The
provisions of this Section 3.12 may be modified or superseded pursuant to
Section 3.1 with respect to any Securities.

            (b)   It may be provided pursuant to Section 3.1, with respect to
Registered Securities of any series, that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of, premium,
if any, interest, if any, or Liquidated Damages, if any, on such Registered
Securities in any of the currencies or currency units which may be designated
for such election by delivering to the Trustee (or the applicable Paying Agent)
a written election with signature guarantees and in the applicable form
established pursuant to Section 3.1, not later than the close of business on the
Election Date immediately preceding the applicable payment date. If a Holder so
elects to receive such payments in any such currency or currency unit, such
election will remain in effect for such Holder or any transferee of such Holder
until changed by such Holder or such transferee by written notice to the Trustee
(or any applicable Paying Agent) for such series of Registered Securities (but
any such change must be made not later than the close of business on the
Election Date immediately preceding the next payment date to be effective for
the payment to be made on such payment date, and no such change of election may
be made with respect to payments to be made on any Registered Security of such
series with respect to which an Event of Default has occurred or with respect to
which the Company has deposited funds pursuant to Article 4 or with respect to
which a notice of


                                       39
<PAGE>
redemption has been given by or on behalf of the Company). Any Holder of any
such Registered Security who shall not have delivered any such Election to the
Trustee (or any applicable Paying Agent) not later than the close of business on
the applicable Election Date will be paid the amount due on the applicable
payment date in the relevant currency or currency unit as provided in Section
3.12(a). The Trustee (or the applicable Paying Agent) shall notify the Exchange
Rate Agent as soon as practicable after the Election Date of the aggregate
principal amount of Registered Securities for which Holders have made such
written election.

            (c)   If the election referred to in paragraph (b) above has been
provided for with respect to any Registered Securities of a series pursuant to
Section 3.1, then, unless otherwise specified pursuant to Section 3.1 with
respect to any such Registered Securities, not later than the fourth Business
Day after the Election Date for each payment date for such Registered
Securities, the Exchange Rate Agent will deliver to the Company a written notice
specifying, in the currency or currencies or currency unit or units in which
Registered Securities of such series are payable, the respective aggregate
amounts of principal of, premium, if any, interest, if any, and Liquidated
Damages, if any, on such Registered Securities to be paid on such payment date,
and specifying the amounts in such currency or currencies or currency unit or
units so payable in respect of such Registered Securities as to which the
Holders of Registered Securities denominated in any currency or currencies or
currency unit or units shall have elected to be paid in another currency or
currency unit as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for with respect to any Registered
Securities of a series pursuant to Section 3.1, and at least one Holder has made
such election, then, unless otherwise specified pursuant to Section 3.1, on the
second Business Day preceding such payment date the Company will deliver to the
Trustee (or the applicable Paying Agent) an Exchange Rate Officers' Certificate
in respect of the Dollar, Foreign Currency or Currencies, ECU or other currency
unit payments to be made on such payment date. Unless otherwise specified
pursuant to Section 3.1, the Dollar, Foreign Currency or Currencies, ECU or
other currency unit amount receivable by Holders of Registered Securities who
have elected payment in a currency or currency unit as provided in paragraph (b)
above shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the second Business Day (the "Valuation Date")
immediately preceding each payment date, and such determination shall be
conclusive and binding for all purposes, absent manifest error.

            (d)   If a Conversion Event occurs with respect to a Foreign
Currency, ECU or any other currency unit in which any of the Securities are
denominated or payable otherwise than pursuant to an election provided for
pursuant to paragraph (b) above, then, with respect to each date for the payment
of principal of, premium, if any, and interest, if any, on the applicable
Securities denominated or payable in such Foreign Currency, ECU or such other
currency unit occurring after the last date on which such Foreign Currency, ECU
or such other currency unit was used (the "Conversion Date"), the Dollar shall
be the currency of payment for use on each such payment date (but such Foreign
Currency, ECU or such other currency unit that was previously the currency of
payment shall, at the Company's election, resume being the currency of payment
on the first such payment date preceded by 15 Business Days during which the
circumstances which gave rise to the Dollar becoming such currency no longer
prevail). Unless otherwise specified pursuant to Section 3.1, the Dollar amount
to be paid by the Company to the Trustee or any applicable Paying Agent and by
the Trustee or any applicable Paying Agent to the Holders of such Securities
with respect to such payment date shall be, in the case of a Foreign


                                       40
<PAGE>
Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency or in the case of a Foreign Currency that is a currency unit, the
Dollar Equivalent of the Currency limit, in each case as determined by the
Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.

            (e)   Unless otherwise specified pursuant to Section 3.1, if the
Holder of a Registered Security denominated in any currency or currency unit
shall have elected to be paid in another currency or currency unit or in other
currencies as provided in paragraph (b) above, and (i) a Conversion Event occurs
with respect to any such elected currency or currency unit, such Holder shall
receive payment in the currency or currency unit in which payment would have
been made in the absence of such election and (ii) if a Conversion Event occurs
with respect to the currency or currency unit in which payment would have been
made in the absence of such election, such Holder shall receive payment in
Dollars as provided in paragraph (d) of this Section 3.12 (but, subject to any
contravening valid election pursuant to paragraph (b) above, the elected payment
currency or currency unit, in the case of the circumstances described in clause
(i) above, or the payment currency or currency unit in the absence of such
election, in the case of the circumstances described in clause (ii) above,
shall, at the Company's election, resume being the currency or currency unit of
payment with respect to Holders who have so elected, but only with respect to
payments on payment dates preceded by 15 Business Days during which the
circumstances which gave rise to such currency or currency unit, in the case of
the circumstances described in clause (i) above, or the Dollar, in the case of
the circumstances described in clause (ii) above, as applicable, becoming the
currency or currency unit of payment, no longer prevail).

            (f)   The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by the Exchange Rate Agent by converting the specified Foreign
Currency into Dollars at the Market Exchange Rate on the Conversion Date.

            (g)   The "Dollar Equivalent of the Currency Unit" shall be
determined by the Exchange Rate Agent and, subject to the provisions of
paragraph (h) below, shall be the sum of each amount obtained by converting the
specified amount of each Component Currency (as each such term is defined in
paragraph (h) below) into Dollars at the Market Exchange Rate for such Component
Currency on the Valuation Date with respect to each payment.

            (h)   For purposes of this Section 3.12 the following terms shall
have the following meanings:

            "COMPONENT CURRENCY" shall mean any currency which, on the
Conversion Date, was a component currency of the relevant currency unit,
including, but not limited to, ECU.

            "ELECTION DATE" shall mean the Regular Record Date for the
applicable series of Registered Securities as specified pursuant to Section 3.1
by which the written election referred to in Section 3.12(b) may be made.

            A "SPECIFIED AMOUNT" of a Component Currency shall mean the number
of units of such Component Currency or fractions thereof which such Component
Currency represented


                                       41
<PAGE>
in the relevant currency unit, including, but not limited to, ECU, on the
Conversion Date. If after the Conversion Date the official unit of any Component
Currency is altered by way of combination or subdivision, the Specified Amount
of such Component Currency shall be divided or multiplied in the same
proportion. If after the Conversion Date two or more Component Currencies are
consolidated into a single currency, the respective Specified Amounts of such
Component Currencies shall be replaced by an amount in such single currency
equal to the sum of the respective specified Amounts of such consolidated
Component Currencies expressed in such single currency, and such amount shall
thereafter be a Specified Amount and such single currency shall thereafter be a
Component Currency. If after the Conversion Date any Component Currency shall be
divided into two or more currencies, the Specified Amount of such Component
Currency shall be replaced by specified amounts of such two or more currencies,
the sum of which, at the Market Exchange Rate of such two or more currencies on
the date of such replacement, shall be equal to the Specified Amount of such
former Component Currency and such amounts shall thereafter be Specified Amounts
and such currencies shall thereafter be Component Currencies. If, after the
Conversion Date of the relevant currency unit, including, but not limited to,
ECU, a Conversion Event (other than any event referred to above in this
definition of "Specified Amount") occurs with respect to any Component Currency
of such currency unit and is continuing on the applicable Valuation Date, the
Specified Amount of such Component Currency shall, for purposes of calculating
the Dollar Equivalent of the Currency Unit, be converted into Dollars at the
Market Exchange Rate in effect on the Conversion Date of such Component
Currency.

            All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee (and any applicable Paying Agent) and all
Holders of Securities denominated or payable in the relevant currency,
currencies or currency units. The Exchange Rate Agent shall promptly give
written notice to the Company and the Trustee of any such decision or
determination.

            In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will promptly give written notice thereof to the Trustee (or any applicable
Paying Agent) and to the Exchange Rate Agent (and the Trustee (or such Paying
Agent) will promptly thereafter give notice in the manner provided in Section
1.6 to the affected Holders) specifying the Conversion Date. In the event the
Company so determines that a Conversion Event has occurred with respect to ECU
or any other currency unit in which Securities are denominated or payable, the
Company will promptly give written notice thereof to the Trustee (or any
applicable Paying Agent) and to the Exchange Rate Agent (and the Trustee (or
such Paying Agent) will promptly thereafter give notice in the manner provided
in Section 1.6 to the affected Holders) specifying the Conversion Date and the
Specified Amount of each Component Currency on the Conversion Date. In the event
the Company determines in good faith that any subsequent change in any Component
Currency as set forth in the definition of Specified Amount above has occurred,
the Company will similarly give written notice to the Trustee (or any applicable
Paying Agent) and to the Exchange Rate Agent.



                                       42
<PAGE>
            The Trustee of the appropriate series of Securities shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

Section 3.13 APPOINTMENT AND RESIGNATION OF EXCHANGE RATE AGENT.

            (a)   Unless otherwise specified pursuant to Section 3.1, if and so
long as the Securities of any series (i) are denominated in a currency other
than Dollars or (ii) may be payable in a currency other than Dollars, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent
to make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 3.12 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued currency or currencies or currency unit or units into the applicable
payment currency or currency unit for the payment of principal, premium, if any,
and interest, if any, pursuant to Section 3.12.

            (b)   No resignation of the Exchange Rate Agent and no appointment
of a successor Exchange Rate Agent pursuant to this Section shall become
effective until the acceptance of appointment by the successor Exchange Rate
Agent as evidenced by a written instrument delivered to the Company and the
Trustee of the appropriate series of Securities accepting such appointment
executed by the successor Exchange Rate Agent.

            (c)   If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agency for any cause, with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 3.1 at any time there shall only be one Exchange Rate Agent with respect
to the Securities of any particular series that are originally issued by the
Company on the same date and that are initially denominated and/or payable in
the same currency or currencies or currency unit or units).

Section 3.14 SPECIAL TRANSFER PROVISIONS.

            Unless and until the Securities are exchanged for Exchange
Securities in connection with an effective Exchange Offer Registration Statement
pursuant to the Registration Rights Agreement, the following provisions will
apply:

            (a)   Transfer and Exchange of Global Securities. A Global Security
      may not be transferred as a whole except by the Depository to a nominee of
      the Depository, by a nominee of the Depository to the Depository or to
      another nominee of the Depository, or by the Depository or any such
      nominee to a successor Depository or a nominee of such successor
      Depository. All Global Securities shall be exchanged by the Company for


                                       43
<PAGE>
      Bearer Securities if (i) the Company delivers to the Trustee notice from
      the Depository that it is unwilling or unable to continue to act as
      Depository or that it is no longer a clearing agency registered under the
      Exchange Act and, in either case, a successor Depository is not appointed
      by the Company within 120 days after the date of such notice from the
      Depository; (ii) the Company in its sole discretion determines that the
      Global Securities (in whole but not in part) should be exchanged for
      Bearer Securities and delivers a written notice to such effect to the
      Trustee; provided that in no event shall the Regulation S Temporary Global
      Security be exchanged by the Company for Bearer Securities prior to (x)
      the expiration of the Restricted Period and (y) the receipt by the
      Registrar of any certificates required pursuant to Rule 903 under the
      Securities Act; or (iii) there shall have occurred and be continuing a
      Default or Event of Default with respect to the Securities. Upon the
      occurrence of either of the preceding events in (i), (ii) or (iii) above,
      Bearer Securities shall be issued in such names as the Depository shall
      instruct the Trustee. Global Securities also may be exchanged or replaced,
      in whole or in part, as provided in Sections 2.3(c) and 3.6 hereof. Every
      Security authenticated and delivered in exchange for, or in lieu of, a
      Global Security or any portion thereof, pursuant to this Section 3.14 or
      Section 2.3(c) or 3.6 hereof, shall be authenticated and delivered in the
      form of, and shall be, a Global Security. A Global Security may not be
      exchanged for another Security other than as provided in this Section
      3.14(a), however, beneficial interests in a Global Security may be
      transferred and exchanged as provided in Section 3.14(b), (c) or (f)
      hereof.

            (b)   Transfer and Exchange of Beneficial Interests in the Global
      Securities. The transfer and exchange of beneficial interests in the
      Global Securities shall be effected through the Depository, in accordance
      with the provisions of this Indenture and the Applicable Procedures.
      Beneficial interests in the Restricted Global Securities shall be subject
      to restrictions on transfer comparable to those set forth herein to the
      extent required by the Securities Act. Transfers of beneficial interests
      in the Global Securities also shall require compliance with either
      subparagraph (i) or (ii) below, as applicable, as well as one or more of
      the other following subparagraphs, as applicable:

                  (i)   Transfer of Beneficial Interests in the Same Global
            Security. Beneficial interests in any Restricted Global Security may
            be transferred to Persons who take delivery thereof in the form of a
            beneficial interest in the same Restricted Global Security in
            accordance with the transfer restrictions set forth in the Private
            Placement Legend; provided, however, that prior to the expiration of
            the Restricted Period, transfers of beneficial interests in the
            Regulation S Temporary Global Security may not be made to a U.S.
            Person or for the account or benefit of a U.S. Person (other than an
            Initial Purchaser). Beneficial interests in any Unrestricted Global
            Security may be transferred to Persons who take delivery thereof in
            the form of a beneficial interest in an Unrestricted Global
            Security. No written orders or instructions shall be required to be
            delivered to the Registrar to effect the transfers described in this
            Section 3.14(b)(i); provided that the transferor of such beneficial
            interest shall deliver notice of such transfer to the Registrar.



                                       44
<PAGE>
                  (ii)  All Other Transfers and Exchanges of Beneficial
            Interests in Global Securities. In connection with all transfers and
            exchanges of beneficial interests that are not subject to Section
            3.14(b)(i) above, the transferor of such beneficial interest must
            deliver to the Registrar either (A) (1) a written order from a
            Participant or an Indirect Participant given to the Depository in
            accordance with the Applicable Procedures directing the Depository
            to credit or cause to be credited a beneficial interest in another
            Global Security in an amount equal to the beneficial interest to be
            transferred or exchanged and (2) instructions given in accordance
            with the Applicable Procedures containing information regarding the
            Participant account to be credited with such increase or (B) (1) a
            written order from a Participant or an Indirect Participant given to
            the Depository in accordance with the Applicable Procedures
            directing the Depository to cause to be issued a Bearer Security in
            an amount equal to the beneficial interest to be transferred or
            exchanged and (2) instructions given by the Depository to the
            Registrar containing information regarding the Person in whose name
            such Bearer Security shall be registered to effect the transfer or
            exchange referred to in (1) above; provided that in no event shall
            Bearer Securities be issued upon the transfer or exchange of
            beneficial interests in the Regulation S Temporary Global Security
            prior to (x) the expiration of the Restricted Period and (y) the
            receipt by the Registrar of any certificates required pursuant to
            Rule 903 under the Securities Act. Upon consummation of an Exchange
            Offer by the Company in accordance with Section 3.14(f) hereof, the
            requirements of this Section 3.14(b)(ii) shall be deemed to have
            been satisfied upon receipt by the Registrar of the instructions
            contained in the Letter of Transmittal delivered by the Holder of
            such beneficial interests in the Restricted Global Securities. Upon
            written certification to the Trustee from the Company (based upon
            evidence received by the Company and reasonably acceptable to it)
            certifying satisfaction of all of the requirements for transfer or
            exchange of beneficial interests in Global Securities contained in
            this Indenture and the Securities or otherwise applicable under the
            Securities Act, the Trustee shall adjust the principal amount at
            maturity of the relevant Global Securities pursuant to Section
            3.14(i) hereof.

                  (iii) Transfer of Beneficial Interests to Another Restricted
            Global Security. A beneficial interest in any Restricted Global
            Security may be transferred to a Person who takes delivery thereof
            in the form of a beneficial interest in another Restricted Global
            Security if the transfer complies with the requirements of Section
            3.14(b)(ii) above and the Registrar receives the following:

                        (A)   if the transferee shall take delivery in the form
                  of a beneficial interest in the 144A Global Security, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (1) thereof; and

                        (B)   if the transferee shall take delivery in the form
                  of a beneficial interest in the Regulation S Temporary Global
                  Security or Regulation S Permanent Global Security, then the
                  transferor must deliver


                                       45
<PAGE>
                  a certificate in the form of Exhibit B hereto, including the
                  certifications in item (2) thereof.

                  (iv)  Transfer and Exchange of Beneficial Interests in a
            Restricted Global Security for Beneficial Interests in the
            Unrestricted Global Security. A beneficial interest in any
            Restricted Global Security may be exchanged by any Holder thereof
            for a beneficial interest in an Unrestricted Global Security or
            transferred to a Person who takes delivery thereof in the form of a
            beneficial interest in an Unrestricted Global Security if the
            exchange or transfer complies with the requirements of Section
            3.14(b)(ii) above and:

                        (A)   such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (1) a Broker-Dealer, (2) a Person
                  participating in the distribution of the Exchange Securities
                  or (3) a Person who is an affiliate (as defined in Rule 144)
                  of the Company;

                        (B)   such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                        (C)   such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                        (D)   the Registrar receives the following:

                              (1)   if the Holder of such beneficial interest in
                        a Restricted Global Security proposes to exchange such
                        beneficial interest for a beneficial interest in an
                        Unrestricted Global Security, a certificate from such
                        Holder in the form of Exhibit C hereto, including the
                        certifications in item (1)(a) thereof; or

                              (2)   if the Holder of such beneficial interest in
                        a Restricted Global Security proposes to transfer such
                        beneficial interest to a Person who shall take delivery
                        thereof in the form of a beneficial interest in an
                        Unrestricted Global Security, a certificate from such
                        Holder in the form of Exhibit B hereto, including the
                        certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel, at the expense of the Holder, in form reasonably
            acceptable to the Registrar to the effect that such exchange or
            transfer is in compliance with the Securities Act and that the
            restrictions on transfer contained herein and in the Private
            Placement Legend are no longer required in order to maintain
            compliance with the Securities Act.



                                       46
<PAGE>
            If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Security has not yet been issued,
the Company shall issue and, upon receipt of a Company Order for the
authentication and delivery of such Unrestricted Global Security in accordance
with Section 3.3 hereof, the Trustee shall authenticate one or more Unrestricted
Global Securities in an aggregate principal amount equal to the aggregate
principal amount of beneficial interests transferred pursuant to subparagraph
(B) or (D) above.

            Beneficial interests in an Unrestricted Global Security cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Security.

            (c)   Transfer or Exchange of Beneficial Interests for Bearer
      Securities.

                  (i)   Beneficial Interests in Restricted Global Securities to
            Restricted Bearer Securities. If any Holder of a beneficial interest
            in a Restricted Global Security proposes to exchange such beneficial
            interest for a Restricted Bearer Security or to transfer such
            beneficial interest to a Person who takes delivery thereof in the
            form of a Restricted Bearer Security, then, upon receipt by the
            Registrar of the following documentation:

                        (A)   if the Holder of such beneficial interest in a
                  Restricted Global Security proposes to exchange such
                  beneficial interest for a Restricted Bearer Security, a
                  certificate from such Holder in the form of Exhibit C hereto,
                  including the certifications in item (2)(a) thereof;

                        (B)   if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A under the Securities
                  Act, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (1) thereof;

                        (C)   if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904 under the Securities Act, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                        (D)   if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(a)
                  thereof;

                        (E)   if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (D)
                  above, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable;



                                       47
<PAGE>
                        (F)   if such beneficial interest is being transferred
                  to the Company or any of its Subsidiaries, a certificate to
                  the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(b) thereof; or

                        (G)   if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof,

      the Trustee shall cause the aggregate principal amount of the applicable
      Global Security to be reduced accordingly pursuant to Section 3.14(i)
      hereof, and the Company shall execute and the Trustee shall authenticate
      and deliver to the Person designated in the instructions a Bearer Security
      in the appropriate principal amount. Any Bearer Security issued in
      exchange for a beneficial interest in a Restricted Global Security
      pursuant to this Section 3.14(c) shall be registered in such name or names
      and in such authorized denomination or denominations as the Holder of such
      beneficial interest shall instruct the Registrar through instructions from
      the Depository and the Participant or Indirect Participant. The Trustee
      shall deliver such Bearer Securities to the Persons in whose names such
      Securities are so registered. Any Bearer Security issued in exchange for a
      beneficial interest in a Restricted Global Security pursuant to this
      Section 3.14(c)(i) shall bear the Private Placement Legend and shall be
      subject to all restrictions on transfer contained therein.

                  (ii)  Beneficial Interests in Regulation S Temporary Global
            Security to Bearer Securities. Notwithstanding Sections
            3.14(c)(i)(A) and (C) hereof, a beneficial interest in the
            Regulation S Temporary Global Security may not be exchanged for a
            Bearer Security or transferred to a Person who takes delivery
            thereof in the form of a Bearer Security prior to (x) the expiration
            of the Restricted Period and (y) the receipt by the Registrar of any
            certificates required pursuant to Rule 903 under the Securities Act,
            except in the case of a transfer pursuant to an exemption from the
            registration requirements of the Securities Act other than Rule 903
            or Rule 904.

                  (iii) Beneficial Interests in Restricted Global Securities to
            Unrestricted Bearer Securities. A Holder of a beneficial interest in
            a Restricted Global Security may exchange such beneficial interest
            for an Unrestricted Bearer Security or may transfer such beneficial
            interest to a Person who takes delivery thereof in the form of an
            Unrestricted Bearer Security only if:

                        (A)   such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (1) a Broker-Dealer, (2) a Person participating
                  in the distribution of the Exchange Securities or (3) a Person
                  who is an affiliate (as defined in Rule 144) of the Company;



                                       48
<PAGE>
                        (B)   such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                        (C)   such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                        (D)   the Registrar receives the following:

                              (1)   if the Holder of such beneficial interest in
                        a Restricted Global Security proposes to exchange such
                        beneficial interest for a Bearer Security that does not
                        bear the Private Placement Legend, a certificate from
                        such Holder in the form of Exhibit C hereto, including
                        the certifications in item (1)(b) thereof; or

                              (2)   if the Holder of such beneficial interest in
                        a Restricted Global Security proposes to transfer such
                        beneficial interest to a Person who shall take delivery
                        thereof in the form of a Bearer Security that does not
                        bear the Private Placement Legend, a certificate from
                        such Holder in the form of Exhibit B hereto, including
                        the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

                  (iv)  Beneficial Interests in Unrestricted Global Securities
            to Unrestricted Bearer Securities. If any Holder of a beneficial
            interest in an Unrestricted Global Security proposes to exchange
            such beneficial interest for a Bearer Security or to transfer such
            beneficial interest to a Person who takes delivery thereof in the
            form of a Bearer Security, then, upon satisfaction of the conditions
            set forth in Section 3.14(b)(ii) hereof, the Trustee shall cause the
            aggregate principal amount of the applicable Global Security to be
            reduced accordingly pursuant to Section 3.14(i) hereof, and the
            Company shall execute and the Trustee shall authenticate and deliver
            to the Person designated in the instructions a Bearer Security in
            the appropriate principal amount. Any Bearer Security issued in
            exchange for a beneficial interest pursuant to this Section
            3.14(c)(iv) shall be registered in such name or names and in such
            authorized denomination or denominations as the Holder of such
            beneficial interest shall instruct the Registrar through
            instructions from the Depository and the Participant or Indirect
            Participant. The Trustee shall deliver such Bearer Securities to the
            Persons in whose names such Securities are so registered. Any


                                       49
<PAGE>
            Bearer Security issued in exchange for a beneficial interest
            pursuant to this Section 3.14(c)(iv) shall not bear the Private
            Placement Legend.

            (d)   Transfer and Exchange of Bearer Securities for Beneficial
      Interests.

                  (i)   Restricted Bearer Securities to Beneficial Interests in
            Restricted Global Securities. If any Holder of a Restricted Bearer
            Security proposes to exchange such Security for a beneficial
            interest in a Restricted Global Security or to transfer such
            Restricted Bearer Securities to a Person who takes delivery thereof
            in the form of a beneficial interest in a Restricted Global
            Security, then, upon receipt by the Registrar of the following
            documentation:

                        (A)   if the Holder of such Restricted Bearer Security
                  proposes to exchange such Security for a beneficial interest
                  in a Restricted Global Security, a certificate from such
                  Holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(b) thereof;

                        (B)   if such Restricted Bearer Security is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                        (C)   if such Restricted Bearer Security is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                        (D)   if such Restricted Bearer Security is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;

                        (E)   if such Restricted Bearer Security is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                        (F)   if such Restricted Bearer Security is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                        (G)   if such Restricted Bearer Security is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,



                                       50
<PAGE>
      the Trustee shall cancel the Restricted Bearer Security, increase or cause
      to be increased the aggregate principal amount of, in the case of clause
      (A) above, the appropriate Restricted Global Security, in the case of
      clause (B) above, the 144A Global Security, and in the case of clause (C)
      above, the Regulation S Global Security and in all other cases the IAI
      Global Security.

                  (ii)  Restricted Bearer Securities to Beneficial Interests in
            Unrestricted Global Securities. A Holder of a Restricted Bearer
            Security may exchange such Security for a beneficial interest in an
            Unrestricted Global Security or transfer such Restricted Bearer
            Security to a Person who takes delivery thereof in the form of a
            beneficial interest in an Unrestricted Global Security only if:

                        (A)   such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Securities or (3) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                        (B)   such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                        (C)   such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                        (D)   the Registrar receives the following:

                              (1)   if the Holder of such Bearer Securities
                        proposes to exchange such Securities for a beneficial
                        interest in the Unrestricted Global Security, a
                        certificate from such Holder in the form of Exhibit C
                        hereto, including the certifications in item (1)(c)
                        thereof; or

                              (2)   if the Holder of such Bearer Securities
                        proposes to transfer such Securities to a Person who
                        shall take delivery thereof in the form of a beneficial
                        interest in the Unrestricted Global Security, a
                        certificate from such Holder in the form of Exhibit B
                        hereto, including the certifications in item (4)
                        thereof;

      and, in each such case set forth in this subparagraph (D), if the
      Registrar so requests or if the Applicable Procedures so require, an
      Opinion of Counsel in form reasonably acceptable to the Registrar to the
      effect that such exchange or transfer is in compliance with the Securities
      Act and that the restrictions on transfer contained herein and in the
      Private Placement Legend are no longer required in order to maintain
      compliance with the Securities Act.



                                       51
<PAGE>
            Upon satisfaction of the conditions of any of the subparagraphs in
      this Section 3.14(d)(ii), the Trustee shall cancel the Bearer Securities
      and increase or cause to be increased the aggregate principal amount of
      the Unrestricted Global Security.

                  (iii) Unrestricted Bearer Securities to Beneficial Interests
            in Unrestricted Global Securities. A Holder of an Unrestricted
            Bearer Security may exchange such Security for a beneficial interest
            in an Unrestricted Global Security or transfer such Bearer
            Securities to a Person who takes delivery thereof in the form of a
            beneficial interest in an Unrestricted Global Security at any time.
            Upon receipt of a request for such an exchange or transfer, the
            Trustee shall cancel the applicable Unrestricted Bearer Security and
            increase or cause to be increased the aggregate principal amount of
            one of the Unrestricted Global Securities, all as set forth in the
            request.

            If any such exchange or transfer from a Bearer Security to a
      beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
      or (iii) above at a time when an Unrestricted Global Security has not yet
      been issued, the Company shall issue and, upon receipt of a Company Order
      for the authentication of such Unrestricted Global Security in accordance
      with Section 3.3 hereof, the Trustee shall authenticate one or more
      Unrestricted Global Securities in an aggregate principal amount equal to
      the principal amount of Bearer Securities so transferred.

            (e)   Transfer and Exchange of Bearer Securities for Bearer
      Securities. Upon request by a Holder of Bearer Securities and such
      Holder's compliance with the provisions of this Section 3.14(e), the
      Registrar shall register the transfer or exchange of Bearer Securities.
      Prior to such registration of transfer or exchange, the requesting Holder
      shall present or surrender to the Registrar the Bearer Securities duly
      endorsed or accompanied by a written instruction of transfer in form
      satisfactory to the Registrar duly executed by such Holder or by its
      attorney, duly authorized in writing. In addition, the requesting Holder
      shall provide any additional certifications, documents and information, as
      applicable, required pursuant to the following provisions of this Section
      3.14(e).

                  (i)   Restricted Bearer Securities to Restricted Bearer
            Securities. Any Restricted Bearer Security may be transferred to and
            registered in the name of Persons who take delivery thereof in the
            form of a Restricted Bearer Security if the Registrar receives the
            following:

                        (A)   if the transfer shall be made pursuant to Rule
                  144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

                        (B)   if the transfer shall be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit B hereto, including the certifications in
                  item (2) thereof; and

                        (C)   if the transfer shall be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver


                                       52
<PAGE>
                  a certificate in the form of Exhibit B hereto, including the
                  certifications, certificates and Opinion of Counsel required
                  by item (3) thereof, if applicable.

                  (ii)  Restricted Bearer Securities to Unrestricted Bearer
            Securities. Any Restricted Bearer Security may be exchanged by the
            Holder thereof for an Unrestricted Bearer Security or transferred to
            a Person or Persons who take delivery thereof in the form of an
            Unrestricted Bearer Security if:

                        (A)   such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Securities or (3) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                        (B)   any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                        (C)   any such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                        (D)   the Registrar receives the following:

                              (1)   if the Holder of such Restricted Bearer
                        Securities proposes to exchange such Securities for an
                        Unrestricted Bearer Security, a certificate from such
                        Holder in the form of Exhibit C hereto, including the
                        certifications in item (1)(d) thereof; or

                              (2)   if the Holder of such Restricted Bearer
                        Securities proposes to transfer such Securities to a
                        Person who shall take delivery thereof in the form of an
                        Unrestricted Bearer Security, a certificate from such
                        Holder in the form of Exhibit B hereto, including the
                        certifications in item (4) thereof;

      and, in each such case set forth in this subparagraph (D), if the
      Registrar so requests, an Opinion of Counsel in form reasonably acceptable
      to the Company to the effect that such exchange or transfer is in
      compliance with the Securities Act and that the restrictions on transfer
      contained herein and in the Private Placement Legend are no longer
      required in order to maintain compliance with the Securities Act.

                  (iii) Unrestricted Bearer Securities to Unrestricted Bearer
            Securities. A Holder of Unrestricted Bearer Securities may transfer
            such Securities to a Person who takes delivery thereof in the form
            of an Unrestricted Bearer Security. Upon receipt of a request to
            register such a transfer, the Registrar shall register the
            Unrestricted Bearer Securities pursuant to the instructions from the
            Holder thereof.



                                       53
<PAGE>
            (f)   Exchange Offer. Upon the occurrence of the Exchange Offer in
      accordance with the Registration Rights Agreement, the Company shall issue
      and, upon receipt of a Company Order for the authentication of Securities
      in accordance with Section 3.3, the Trustee shall authenticate (i) one or
      more Unrestricted Global Securities in an aggregate principal amount equal
      to the principal amount of the beneficial interests in the Restricted
      Global Securities tendered for acceptance by Persons that certify in the
      applicable Letters of Transmittal that (x) they are not Broker-Dealers,
      (y) they are not participating in a distribution of the Exchange
      Securities and (z) they are not affiliates (as defined in Rule 144) of the
      Company, and accepted for exchange in the Exchange Offer and (ii) Bearer
      Securities in an aggregate principal amount equal to the principal amount
      of the Restricted Bearer Securities accepted for exchange in the Exchange
      Offer. Concurrently with the issuance of such Securities, the Trustee
      shall cause the aggregate principal amount of the applicable Restricted
      Global Securities to be reduced accordingly, and the Company shall execute
      and the Trustee shall authenticate and deliver to the Persons designated
      by the Holders of Bearer Securities so accepted Bearer Securities in the
      appropriate principal amount. Any Securities of each series that remain
      outstanding after the consummation of the Exchange Offer, and Exchange
      Securities of such series issued in connection with the Exchange Offer,
      shall be treated as a single class of securities under this Indenture.

            (g)   Legends. The following legends shall appear on the face of all
      Global Securities and Bearer Securities issued under this Indenture unless
      specifically stated otherwise in the applicable provisions of this
      Indenture.

                  (i)   Private Placement Legend. Except as permitted below,
            each Global Security and each Bearer Security (and all Securities
            issued in exchange therefor or substitution thereof) shall bear the
            legend in substantially the following form:

                  THIS SECURITY AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
            SECURITY NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR
            PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
            PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
            REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
            SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE
            HOLDER OF THIS SECURITY AND THE GUARANTEES ENDORSED HEREON BY ITS
            ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
            SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
            THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
            COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
            SECURITY AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF
            THIS SECURITY AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE
            RESTRICTION


                                       54
<PAGE>
            TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
            THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
            THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
            FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
            144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
            INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
            OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
            WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
            RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
            OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
            UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
            EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
            SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH
            OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END
            OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
            REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E)
            PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE
            DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
            INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE
            FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
            FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE
            TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
            REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

      Notwithstanding the foregoing, any Global Security or Bearer Security
      issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii),
      (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 3.14 (and all
      Securities issued in exchange therefor or substitution thereof) shall not
      bear the Private Placement Legend.

                  (ii)  Global Security Legend. Each Global Security shall bear
            a legend in substantially the following form:

            THIS GLOBAL SECURITY IS HELD BY THE DEPOSITORY (AS DEFINED IN THE
            INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE
            BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
            ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
            MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
            3.14 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN
            WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.14(a) OF THE INDENTURE,
            (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR
            CANCELLATION


                                       55
<PAGE>
            PURSUANT TO SECTION 3.9 OF THE INDENTURE AND (IV) THIS GLOBAL
            SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR
            WRITTEN CONSENT OF THE COMPANY.

            (h)   Regulation S Temporary Global Security Legend. The Regulation
      S Temporary Global Security shall bear a legend in substantially the
      following form:

            THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SECURITY,
            AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
            CERTIFICATED SECURITIES, ARE AS SPECIFIED IN THE INDENTURE (AS
            DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF
            THIS REGULATION S TEMPORARY GLOBAL SECURITY SHALL BE ENTITLED TO
            RECEIVE PAYMENT OF INTEREST HEREON.

            (i)   Cancellation and/or Adjustment of Global Securities. At such
      time as all beneficial interests in a particular Global Security have been
      exchanged for Bearer Securities or a particular Global Security has been
      redeemed, repurchased or canceled in whole and not in part, each such
      Global Security shall be returned to or retained and canceled by the
      Trustee in accordance with Section 3.9 hereof. At any time prior to such
      cancellation, if any beneficial interest in a Global Security is exchanged
      for or transferred to a Person who shall take delivery thereof in the form
      of a beneficial interest in another Global Security or for Bearer
      Securities, the principal amount of Securities represented by such Global
      Security shall be reduced accordingly and an endorsement shall be made on
      such Global Security by the Trustee or by the Depository at the direction
      of the Trustee to reflect such reduction; and if the beneficial interest
      is being exchanged for or transferred to a Person who shall take delivery
      thereof in the form of a beneficial interest in another Global Security,
      such other Global Security shall be increased accordingly and an
      endorsement shall be made on such Global Security by the Trustee or by the
      Depository at the direction of the Trustee to reflect such increase.

            (j)   General Provisions Relating to Transfers and Exchanges.

                  (i)   To permit registrations of transfers and exchanges, the
            Company shall execute and the Trustee shall authenticate Global
            Securities and Bearer Securities upon the Company's order or at the
            Registrar s request.

                  (ii)  No service charge shall be made to a Holder of a
            beneficial interest in a Global Security or to a Holder of a Bearer
            Security for any registration of transfer or exchange, but the
            Company may require payment of a sum sufficient to cover any
            transfer tax or similar governmental charge payable in connection
            therewith (other than any such transfer taxes or similar
            governmental charge payable upon exchange or transfer pursuant to
            Sections 3.4, 10.7, and 8.6 hereof).



                                       56
<PAGE>
                  (iii) The Registrar shall not be required to register the
            transfer of or exchange any Security selected for redemption in
            whole or in part, except the unredeemed portion of any Security
            being redeemed in part.

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

                  (v)   The Company shall not be required (A) to issue, to
            register the transfer of or to exchange any Securities during a
            period beginning at the opening of business 15 days before the day
            of any selection of Securities for redemption under Section 10.3
            hereof and ending at the close of business on the day of selection,
            (B) to register the transfer of or to exchange any Security so
            selected for redemption in whole or in part, except the unredeemed
            portion of any Security being redeemed in part or (C) to register
            the transfer of or to exchange a Security between a record date and
            the next succeeding interest payment date.

                  (vi)  Prior to due presentment for the registration of a
            transfer of any Security, the Trustee, any Agent and the Company may
            deem and treat the Person in whose name any Security is registered
            as the absolute owner of such Security for the purpose of receiving
            payment of principal of and interest on such Securities and for all
            other purposes, and none of the Trustee, any Agent or the Company
            shall be affected by notice to the contrary.

                  (vii) The Trustee shall authenticate Global Securities and
            Bearer Securities in accordance with the provisions of Section 3.3
            hereof.

                  (viii) All certifications, certificates and Opinions of
            Counsel required to be submitted to the Registrar pursuant to this
            Section 3.14 to effect a registration of transfer or exchange may be
            submitted by facsimile with the original to follow by first class
            mail.

                                    ARTICLE 4
                     SATISFACTION, DISCHARGE AND DEFEASANCE

Section 4.1 TERMINATION OF COMPANY'S OBLIGATIONS UNDER THE INDENTURE.

            (a)   This Indenture shall upon a Company Request cease to be of
further effect with respect to Securities of or within any series and any
coupons appertaining thereto (except as to any surviving rights of registration
of transfer or exchange of such Securities and replacement of such Securities
which may have been lost, stolen or mutilated as herein expressly provided for)
and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Securities and any coupons appertaining thereto when



                                       57
<PAGE>
            (1)   either

                  (A)   all such Securities previously authenticated and
            delivered and all coupons appertaining thereto (other than (i) such
            coupons appertaining to Bearer Securities surrendered in exchange
            for Registered Securities and maturing after such exchange,
            surrender of which is not required or has been waived as provided in
            Section 3.5, (ii) such Securities and coupons which have been
            destroyed, lost or stolen and which have been replaced or paid, as
            provided in Section 3.6, (iii) such coupons appertaining to Bearer
            Securities called for redemption and maturing after the relevant
            Redemption Date, surrender of which has been waived as provided in
            Section 10.6 and (iv) such Securities and coupons 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 9.3) have been
            delivered to the Trustee for cancellation; or

                  (B)   all Securities of such series and, in the case of (i) or
            (ii) below, any coupons appertaining thereto not theretofore
            delivered to the Trustee for cancellation

                        (1)   have become due and payable, or

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

                        (3)   if redeemable at the option of the Company, are to
                  be called for redemption within one year under arrangements
                  satisfactory to the Trustee for the giving of notice of
                  redemption by the Trustee in the name, and at the expense, of
                  the Company, and the Company, in the case of (i), (ii) or
                  (iii) above, has irrevocably deposited or caused to be
                  deposited with the Trustee as trust funds in trust for the
                  purpose an amount in the currency or currencies or currency
                  unit or units in which the Securities of such series are
                  payable, sufficient to pay and discharge the entire
                  indebtedness on such Securities and such coupons not
                  theretofore delivered to the Trustee for cancellation, for
                  principal, premium, if any, interest and Liquidated Damages,
                  if any, with respect thereto, 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 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 as to such series have been complied with.



                                       58
<PAGE>
            Notwithstanding the satisfaction and discharge of this Indenture,
the obligation of the Company to the Trustee and any predecessor Trustee under
Section 6.9, the obligations of the Company to any Authenticating Agent under
Section 6.14 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 4.2 and the last paragraph of Section 9.3 shall survive.

Section 4.2 APPLICATION OF TRUST FUNDS.

            Subject to the provisions of the last paragraph of Section 9.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons 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,
premium, if any, and any interest for whose payment such money has been
deposited with or received by the Trustee, but such money need not be segregated
from other funds except to the extent required by law.

Section 4.3 APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY'S OPTION TO EFFECT
            DEFEASANCE OR COVENANT DEFEASANCE.

            If pursuant to Section 3.1 provision is made for either or both of
(i) defeasance of the Securities of or within a series under Section 4.4 or (ii)
covenant defeasance of the Securities of or within a series under Section 4.5,
then the provisions of such Section or Sections, as the case may be, together
with the Sections 4.6 through 4.9 inclusive, with such modifications thereto as
may be specified pursuant to Section 3.1 with respect to any Securities, shall
be applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option by or pursuant to Board Resolution, at any time, with
respect to such Securities and any coupons appertaining thereto, elect to have
Section 4.4 (if applicable) or Section 4.5 (if applicable) be applied to such
outstanding Securities and any coupons appertaining thereto upon compliance with
the conditions set forth below in this Article.

Section 4.4 DEFEASANCE AND DISCHARGE.

            Upon the Company's exercise of the option specified in Section 4.3
applicable to this Section with respect to the Securities of or within a series,
the Company and, if applicable, the Guarantor shall each be deemed to have been
discharged from its obligations with respect to such Securities and any coupons
appertaining thereto on and after the date the conditions set forth in Section
4.6 are satisfied (hereinafter "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 any coupons appertaining thereto
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 4.7 and the other Sections of this Indenture referred to in clause (ii)
of this Section, and to have satisfied all its other obligations under such
Securities and any coupons appertaining thereto and this Indenture insofar as
such Securities and any coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall on a Company Order execute proper
instruments acknowledging the same), except the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Securities and any coupons appertaining thereto to receive solely from the
trust funds described in Section 4.6(a) and as more fully set forth in such


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Section, payments in respect of the principal of, premium, if any, interest, if
any, and Liquidated Damages, if any, on such Securities or any coupons
appertaining thereto when such payments are due; (ii) the obligations of the
Company and, to the extent applicable, the Guarantor with respect to such
Securities under Sections 3.5, 3.6, 3.14, 9.2 and 9.3 and with respect to the
payment of additional amounts, if any, payable with respect to such Securities
as specified pursuant to Section 3.1(b)(16); (iii) the rights, powers trusts,
duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject
to compliance with this Article 4, the Company may exercise its option under
this Section notwithstanding the prior exercise of its option under Section 4.5
with respect to such Securities and any coupons appertaining thereto. Following
a defeasance, payment of such Securities may not be accelerated because of an
Event of Default.

Section 4.5 COVENANT DEFEASANCE.

            Upon the Company's exercise of the option specified in Section 4.3
applicable to this Section with respect to any Securities of or within a series,
the Company and, if applicable, the Guarantor shall each be released from its
obligations under Sections 7.1, 9.4 and 9.7 and, if specified pursuant to
Section 3.1, its obligations under any other covenant, with respect to such
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 4.6 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 7.1, 9.4 and 9.7 or such other covenant but
shall continue to be deemed "Outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such
Securities and any coupons appertaining thereto, the Company and the Guarantor
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 5.1(3) or 5.1(7), or otherwise, as the case may be,
but, except as specified above, the remainder of this Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

Section 4.6 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

            The following shall be the conditions to application of Section 4.4
or Section 4.5 to any Securities of or within a series and any coupons
appertaining thereto:

            The Company shall have deposited or caused to be deposited
irrevocably with the Trustee (or another trustee satisfying the requirements of
Section 6.12 who shall agree to comply with and shall be entitled to the
benefits of, the provisions of Sections 4.3 through 4.9 inclusive and the last
paragraph of Section 9.3 applicable to the Trustee, for purposes of such
Sections also a "Trustee") as trust funds in trust for the purpose of making the
payments referred to in clauses (x) and (y) of this section 4.6(a), specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
such Securities and any coupons appertaining thereto, with instructions to the
Trustee as to the application thereof, (A) money in an amount (in such currency,
currencies or currency unit or units in which such Securities and any coupons
appertaining thereto are then


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specified as payable at Maturity), or (B) if Securities of such series are not
subject to repayment at the option of Holders, Government Obligations which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide not later than one day before the due date of any
payment referred to in clause (x) or (y) of this Section 4.6(a), money in an
amount or (C) a combination thereof in an amount sufficient, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee to pay and Discharge the
principal of, premium, if any, interest, if any, and Liquidated Damages, if any,
on such Securities and any coupons appertaining thereto on the Maturity of such
principal or installment of principal or interest and (Y) any mandatory sinking
fund payments applicable to such Securities on the day on which such payments
are due and payable in accordance with the terms of this Indenture and such
Securities and any coupons appertaining thereto. Before such a deposit the
Company may make arrangements satisfactory to the Trustee for the redemption of
Securities at a future date or dates in accordance with Article 10 which shall
be given effect in applying the foregoing.

            (b)   Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a Default or Event of Default under, this
Indenture or result in a breach or violation of, or constitute a default under,
any other material agreement or instrument to which the Company is a party or by
which it is bound.

            (c)   In the case of an election under Section 4.4, the Company
shall have delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel to the effect that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the date of
execution of this Indenture, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Securities and any coupons
appertaining thereto will not recognize income, gain or Federal income tax
purposes as a result of such defeasance and will be subject to Federal income
tax on the same amount and in the same manner and at the same times, as would
have been the case if such deposit, defeasance and discharge had not occurred.

            (d)   In the case of an election under Section 4.5, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities and any coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

            (e)   The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 4.4 or the covenant defeasance under
Section 4.5 (as the case may be) have been complied with. (f) The Company shall
have delivered to the Trustee an Officer's 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.



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            (g)   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 5.1(5) and (6), 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).

            (h)   Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act of 1940 unless such trust shall be
registered under such Act or exempt from registration thereunder.

            (i)   Such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or limitations
which may be imposed on the Company in connection therewith as contemplated by
Section 3.1.

Section 4.7 DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST.

            Subject to the provisions of the last paragraph of Section 9.3, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.6 in respect of any Securities of any series and any
coupons appertaining thereto shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and any coupons
appertaining thereto 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 Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal, premium, if any, interest, if any, and Liquidated Damages, if any,
but such money need not be segregated from other funds except to the extent
required by law.

            Unless otherwise specified with respect to any Security pursuant to
Section 3.1, if, after a deposit referred to in Section 4.6(a) has been made,
(i) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 3.12(b) or the terms of such
Security to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 4.6(a) has been made in respect of such
Security, or (ii) a Conversion Event occurs as contemplated in Section 3.12(d)
or 3.12(e) or by the terms of any Security in respect of indebtedness which the
deposit pursuant to Section 4.6(a) has been made, the indebtedness represented
by such Security and any coupons appertaining thereto shall be deemed to have
been, and will be, fully discharged and satisfied through the payment of the
principal of, premium, if any, and interest, if any, on such Security as the
same becomes due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the currency or currency unit in
which such Security becomes payable as a result of such election or Conversion
Event based on the applicable Market Exchange Rate for such currency or currency
unit in effect on the second Business Day prior to each payment date, except,
with respect to a Conversion Event, for such currency or currency unit in effect
(as nearly as feasible) at the time of the Conversion Event.



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Section 4.8 REPAYMENT TO COMPANY.

            The Trustee (and any Paying Agent) shall promptly pay to the Company
upon Company Request any excess money or securities held by them at any time.

Section 4.9 INDEMNITY FOR GOVERNMENT OBLIGATIONS.

            The Company shall pay, and shall indemnify the Trustee against, any
tax, fee or other charge imposed on or assessed against Government Obligations
deposited pursuant to this Article or the principal and interest and any other
amount received on such Government Obligations.

Section 4.10 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 obligation under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 4.4 or 4.5 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 4.7 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
owing 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.


                                    ARTICLE 5
                              DEFAULTS AND REMEDIES

Section 5.1 EVENTS OF DEFAULT.

            An "EVENT OF DEFAULT" occurs with respect to the Securities of any
series if (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
payment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

            (1)   the Company or the Guarantor defaults in the payment of
      interest on any Security of that series or any coupon appertaining thereto
      or any additional amount (including Liquidated Damages, if any) payable
      with respect to any Security of that series as specified pursuant to
      Section 3.1(b)(16) when the same becomes due and payable and such default
      continues for a period of 30 days;

            (2)   the Company or the Guarantor defaults in the payment of the
      principal of or any premium on any Security of that series when the same
      becomes due and payable at its Maturity or on redemption or otherwise, or
      in the payment of a mandatory sinking fund payment when and as due by the
      terms of the Securities of that series;



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<PAGE>
            (3)   the Company or the Guarantor fails to comply in any material
      respect with any of its agreements or covenants in, or any of the
      provisions of, this Indenture with respect to any Security of that series
      (other than an agreement, covenant or provision for which non-compliance
      is elsewhere in this Section specifically dealt with), and such
      non-compliance continues for a period of 60 days after there has been
      given by registered or certified mail, to the Company or the Guarantor, as
      the case may be, by the Trustee or to the Company or the Guarantor, as the
      case may be, and the Trustee by the Holders of at least 25% in principal
      amount of the Outstanding Securities of the 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;

            (4)   a default under any mortgage, agreement, indenture or
      instrument under which there may be issued, or by which there may be
      secured, guaranteed or evidenced any Debt of the Company or the Guarantor
      (including this Indenture) whether such Debt now exists or shall hereafter
      be created, in an aggregate principal amount then outstanding of
      $25,000,000 or more, which default (a) shall constitute a failure to pay
      any portion of the principal of such Debt when due and payable after the
      expiration of an applicable grace period with respect thereto or (b) shall
      result in such Debt becoming or being declared due and payable prior to
      the date on which it would otherwise become due and payable, and such
      acceleration shall not be rescinded or annulled, or such Debt shall not be
      paid in full within a period of 30 days after there has been given, by
      registered or certified mail, to the Company or the Guarantor, as the case
      may be, by the Trustee or to the Company or the Guarantor, as the case may
      be, and the Trustee by the Holders of at least 25% in aggregate principal
      amount of the Outstanding Securities of that series a written notice
      specifying such event of default and requiring the Company to cause such
      acceleration to be rescinded or annulled or to pay in full such Debt and
      stating that such notice is a "Notice of Default" hereunder; (it being
      understood however, that the Trustee shall not be deemed to have knowledge
      of such default under such agreement or instrument unless either (A) a
      Responsible Officer of the Trustee shall have actual knowledge of such
      default or (B) a Responsible Officer of the Trustee shall have received
      written notice thereof from the Company or the Guarantor, as the case may
      be, from any Holder, from the holder of any such indebtedness or from the
      trustee under any such agreement or other instrument); PROVIDED, HOWEVER,
      that if such default under such agreement or instrument is remedied or
      cured by the Company or the Guarantor, as the case may be, or waived by
      the holders of such indebtedness, then the Event of Default hereunder by
      reason thereof shall be deemed likewise to have been thereupon remedied,
      cured or waived without further action upon the part of either the Trustee
      or any of such Holders; PROVIDED, FURTHER, that the foregoing shall not
      apply to any secured Debt under which the obligee has recourse (exclusive
      of recourse for ancillary matters such as environmental indemnities,
      misapplication of funds, costs of enforcement and the like) only to the
      collateral pledged for repayment so long as the fair market value of such
      collateral does not exceed 2% of Total Assets at the time of the default;

            (5)   the Company or the Guarantor, pursuant to or within the
      meaning of any Bankruptcy Law, (A) commences a voluntary case or
      proceeding, (B) consents to the entry of an order for relief against it in
      an involuntary case or proceeding, (C) consents to the appointment of a
      Custodian of it or for all or substantially all of its property, (D)


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<PAGE>
      makes a general assignment for the benefit of its creditors, (E) makes an
      admission in writing of its inability to its debts generally as they
      become due or (F) takes corporate action in furtherance of any such
      action;

            (6)   a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that (A) is for relief against the Company or the
      Guarantor, in an involuntary case, (B) adjudges the Company or the
      Guarantor as bankrupt or insolvent, or approves as properly filed a
      petition seeking reorganization, arrangement, and adjustment or
      composition of or in respect of the Company or the Guarantor, or appoints
      a Custodian of the Company or the Guarantor, or for all or substantially
      all of its property, or (C) orders the liquidation of the Company or the
      Guarantor and the decree remains unstayed and in effect for 60 days;

            (7)   the Guarantor repudiates its obligations under the Subsidiary
      Guarantee or, except as permitted by this Indenture, the Subsidiary
      Guarantee is determined to be unenforceable or invalid or shall for any
      reason cease to be in full force and effect; or

            (8)   any other Event of Default provided as contemplated by Section
      3.1 with respect to Securities of that series.

            The Company or the Guarantor, as the case may be, shall deliver to
the Trustee, within 30 days after the occurrence thereof, written notice in the
form of an Officers' Certificate of any event which is or with the giving of
notice or the lapse of time would become an event which is or with the giving of
notice or the lapse of time would become an Event of Default, its status and
what action the Company is taking or proposes to take with respect thereto.

            As used in the Indenture, the term "Bankruptcy Law" means Title 11,
U.S. Code, or any similar federal or state bankruptcy, insolvency,
reorganization or other law for the relief of debtors. As used in the Indenture,
the term "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

Section 5.2 ACCELERATION; RESCISSION AND ANNULMENT.

            If an Event of Default with respect to the Securities of any series
at the time Outstanding occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of all of the Outstanding Securities
of that series by written notice to the Company (and if given by the Holders, to
the Trustee), may declare the principal (or, if the Securities of that series
are Original Issue Discount Securities or Indexed Securities, such portion of
the Original principal amount as may be specified in the terms of that series)
of, accrued interest, if any, and Liquidated Damages, if any, on the Securities
of that series to be due and payable and upon any such declaration such
principal (or, in the case of Original Issue Discount Securities or Indexed
Securities, such specified amount) and interest, if any, shall be 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 aggregate principal amount of the
Outstanding Securities of that series, by written notice to the


                                       65
<PAGE>
Trustee, may rescind and annul such declaration and its consequences if all
existing Defaults and 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 5.7. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

Section 5.3 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
      or coupon, if any, when such interest becomes due and payable and such
      default continues for a period of 30 days, or

            (2)   default is made in the payment of the principal of (or
      premium, if any, on) any Security at the Maturity thereof, the Company
      will, upon demand of the Trustee, pay to it, for the benefit of the
      Holders of such Securities or coupons, if any, the whole amount then due
      and payable on such Securities for principal, premium, if any, and
      interest and, to the extent that payment of such interest shall be legally
      enforceable, interest on any overdue principal, premium, if any, and on
      any overdue interest, at the rate or rates prescribed therefor in such
      Securities or coupons, if any, Liquidated Damages, if any, 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 secure any other proper remedy.

Section 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM.

            The Trustee may file such proofs of claim and other papers or
documents and take such actions authorized under the Trust Indenture Act as may
be necessary or advisable in order to have the claims of the Trustee and the
Holders of Securities allowed in any judicial proceedings relating to the
Company, or the Guarantor or their creditors or property. 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 6.9.



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<PAGE>
Section 5.5 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, in its own name as an
express trust, without the possession of any of the Securities or the production
thereof in any proceeding relating thereto and any recovery of judgment shall,
after provision for the reasonable fees and expenses of the Trustee and its
counsel, be for the ratable benefit of the Holders of the Securities in respect
to which judgment was recovered.

Section 5.6 DELAY OR OMISSION NOT WAIVER.

            No delay or omission by the Trustee or any Holder of any Securities
to exercise any right or remedy accruing upon an Event of Default shall impair
any such right or remedy or constitute a waiver of or acquiescence in any such
Event of Default.

Section 5.7 WAIVER OF PAST DEFAULTS.

            The Holders of a majority in aggregate principal amount of
Outstanding Securities of any series by written notice to the Trustee may waive
on behalf of the Holders of all Securities of such series a past Default or
Event of Default with respect to that series and its consequences except (i) a
Default or Event of Default in the payment of the principal of, premium, if any,
interest or Liquidated Damages, if any, on any Security of such series or any
coupon appertaining thereto or (ii) in respect of a covenant or provision hereof
which pursuant to Section 8.2 cannot be amended or modified 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.

Section 5.8 CONTROL BY MAJORITY.

            The Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series affected (with each such series voting as
a class) shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it with respect to Securities of that series; PROVIDED,
HOWEVER, that (i) the Trustee may refuse to follow any direction that conflicts
with law or this Indenture (ii) the Trustee may refuse to follow any direction
that is unduly prejudicial to the rights of the Holders of Securities of such
series not consenting or that would in the good faith judgment of the Trustee
have a substantial likelihood of involving the Trustee in personal liability and
(iii) the Trustee may take any other action deemed proper by the Trustee which
is not inconsistent with such direction. Prior to the taking of any action
hereunder, the Trustee shall be entitled to reasonable indemnification
satisfactory to the Trustee against all losses and expenses caused by taking or
not taking such action. This paragraph shall be in lieu of Section 316(a)(1)(A)
of the Trust Indenture Act and such Section 316(a)(1)(A) is hereby expressly
excluded from this Indenture, as permitted by the Trust Indenture Act.



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Section 5.9 LIMITATION ON SUITS BY HOLDERS.

            No Holder of any Security of any series or any coupons appertaining
thereto 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)   the 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 at least 25% in aggregate principal amount of
      the Outstanding Securities of that series have made a written request to
      the Trustee to institute proceedings in respect of such Event of Default
      in its own name as Trustee hereunder;

            (3)   such Holder or Holders have offered to the Trustee indemnity
      satisfactory to the Trustee against any loss, liability or expense to be,
      or which may be, incurred by the Trustee in pursuing the remedy;

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

            (5)   during such 60 day period, the Holders of a majority in
      aggregate principal amount of the Outstanding Securities of that series
      have not given to the Trustee a direction inconsistent with such written
      request.

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

Section 5.10 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

            Notwithstanding any other provision of this Indenture, but subject
to Section 9.2, the right of any Holder of a Security or coupon to receive
payment of principal of, premium, if any, and, subject to Sections 3.5, 3.7 and
3.14, interest on the Security and Liquidated Damages, if any, on or after the
respective due dates expressed in the Security (or, in case of redemption, on
the redemption dates), and the right of any Holder of a coupon to receive
payment of interest due as provided in such coupon, or, subject to Section 5.9,
to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

Section 5.11 APPLICATION OF MONEY COLLECTED.

            If the Trustee collects any money pursuant to this Article, it shall
pay out the money 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,
premium, if any, interest or Liquidated


                                       68
<PAGE>
Damages, if any, 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 Trustee for amounts due under Section 6.9;

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

            THIRD: to the Company.

            The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section 5.11. At least 15 days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and the amount to be paid.

Section 5.12 RESTORATION OF RIGHTS AND REMEDIES.

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

Section 5.13 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 3.6, no right or remedy herein conferred upon or reserved to the
Trustee or 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 or otherwise. The assertion or employment of any existing right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

Section 5.14 WAIVER OF USURY, STAY OR EXTENSION LAWS.

            Each of the Company and the Guarantor 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 each of the
Company and the Guarantor (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


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<PAGE>
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.

Section 5.15 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 or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorney's fees, against any party litigant in the suit having due regard to the
merits and good faith of the claims or defenses made by the party litigant.


                                    ARTICLE 6
                                   THE TRUSTEE

Section 6.1 CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

            (a)   Except during the continuance of an Event of Default, the
Trustee's duties and responsibilities under this Indenture shall be governed by
Section 315(a) of the Trust Indenture Act.

            (b)   In case an Event of Default has occurred and is continuing,
the Trustee shall exercise the rights and powers vested in it by this Indenture,
and shall use the same degree care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs.

Section 6.2 RIGHTS OF TRUSTEE.

            Subject to the provisions of the Trust Indenture Act:

            (a)   The Trustee may rely and shall be protected in acting or
      refraining from acting upon any document believed by it to be genuine and
      to have been signed or presented by the proper party or parties. The
      Trustee need not investigate any fact or matter stated in the document.

            (b)   Any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order (other
      than delivery of any Security, together with any coupons appertaining
      thereto, to the Trustee for authentication and delivery pursuant to
      Section 3.3 which shall be sufficiently evidenced as provided therein) and
      any resolution of the Board of Directors may be sufficiently evidenced by
      a Board Resolution.

            (c)   Before the Trustee acts or refrains from acting, it may
      consult with counsel of its selection or require an Officers' Certificate.
      The Trustee shall not be liable for any action it takes or omits to take
      in good faith in reliance on a Board Resolution, the written or oral
      advice of counsel acceptable to the Company and the Trustee (which advice,
      if oral, counsel shall promptly confirm in writing to the Trustee), a
      certificate of


                                       70
<PAGE>
      an Officer or Officers delivered pursuant to Section 1.2, an Officers'
      Certificate or an Opinion of Counsel.

            (d)   The Trustee may act through agents or attorneys and shall not
      be responsible for the misconduct or negligence of any agent or attorney
      appointed with due care.

            (e)   The Trustee shall not be liable for any action it takes or
      omits to take in good faith which it believes to be authorized or within
      its rights or powers.

            (f)   The Trustee shall not be required 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 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.

            (g)   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 seem 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.

            (h)   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.

            (i)   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 6.2.

Section 6.3 TRUSTEE MAY HOLD SECURITIES.

            The Trustee, any Paying Agent, any Registrar or any other agent of
the Company or the Guarantor in its in individual or any other capacity, may
become the owner or pledgee of Securities and coupons and, subject to Sections
310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company,
an Affiliate or Subsidiary with the same rights it would have if it were not
Trustee, Paying Agent, Registrar or such other agent.

Section 6.4 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


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<PAGE>
any money received by it hereunder except as otherwise agreed upon in writing
with the Company.

Section 6.5 TRUSTEE'S DISCLAIMER.

            The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representation as to the validity or and accuracy of this
Indenture or the Securities or any coupon. The Trustee shall not be accountable
for the Company's use of the proceeds from the Securities or for monies paid
over to the Company pursuant to the Indenture.

Section 6.6 NOTICE OF DEFAULTS.

            If a Default occurs and is continuing with respect to the Securities
of any series and if it is known to the Trustee, the Trustee shall, within 90
days after it occurs, transmit by mail to the Holders of Securities of such
series, in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, notice of all Defaults known to it unless such Default shall have
been cured or waived; PROVIDED, HOWEVER, that except in the case of a Default in
payment on the Securities of any series, the Trustee may withhold the notice if
and so long as the board of directors, the executive committee or a committee of
its Responsible Officers in good faith determines that withholding such notice
is in the interests of Holders of Securities of that series; and PROVIDED,
FURTHER, that in the case of any Default of the character specified in Section
5.1(3) with respect to Securities of such series, no such notice to Holder shall
be given until at least 30 days after the occurrence thereof.

Section 6.7 REPORTS BY TRUSTEE TO HOLDERS.

            Within 60 days after each May 15 of each year commencing with the
first May 15 after the first issuance of Securities pursuant to this Indenture,
the Trustee shall transmit by mail to all Holders of Securities as provided in
Section 313(c) of the Trust Indenture Act a brief report dated as of such May 15
if required by and in compliance with Section 313(a) of the Trust Indenture Act.
A copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange, if any, upon which the
Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee when the Securities are listed on any stock
exchange.

Section 6.8 SECURITYHOLDER LISTS.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders of Securities of each series. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee semiannually on or before the last day of
June and December in each year, and at such other times as the Trustee may
request in writing, a list, in such form and as of such date as the Trustee may
reasonably require containing all the information in the possession or control
of the Registrar, the Company or any of its Paying Agents other than the Trustee
as to the names and addresses of Holders of Securities of each such series. If
there are Bearer Securities of any series Outstanding, even if


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<PAGE>
the Trustee is the Registrar, the Company shall furnish to the Trustee such a
list containing such information with respect to Holders of such Bearer
Securities only.

Section 6.9 COMPENSATION AND INDEMNITY.

            (a)   The Company shall pay to the Trustee from time to time such
reasonable compensation for its services as the Company and the Trustee shall
agree in writing from time to time. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred by it in connection with the performance of its duties under
this Indenture, except any such expense as may be attributable to its negligence
or bad faith. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel.

            (b)   The Company shall indemnify the Trustee for, and Predecessor
Trustee, and hold it harmless against, any loss or liability damage, claim or
reasonable expense including taxes (other than taxes based upon or determined or
measured by the income of the Trustee) incurred by it arising out of or in
connection with its acceptance or administration of the trust or trusts
hereunder, including the reasonable 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. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent.

            (c)   The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through negligence or bad
faith.

            (d)   To secure the payment obligations of the Company pursuant to
this Section, the Trustee shall have a lien prior to the Securities of any
series on all money or property held or collected by the Trustee, except that
held in trust to pay principal, premium, if any, any interest and Liquidated
Damages, if any, on particular Securities.

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 5.1(5) or Section 5.1(6), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

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

Section 6.10 REPLACEMENT OF TRUSTEE.

            (a)   The resignation or removal of the Trustee and the appointment
of a successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in Section 6.11.



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<PAGE>
            (b)   The Trustee may resign at any time with respect to the
Securities of any series by giving written notice thereof to the Company.

            (c)   The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series may remove the Trustee with respect to that
series by so notifying the Trustee and the Company and may appoint a successor
Trustee for such series with the Company's consent.

            (d)   If at any time:

            (1)   the Trustee fails to comply with Section 310(b) of the Trust
      Indenture Act after written request therefor by the Company or by any
      Holder who has been a bona fide Holder of a Security for any least six
      months, or

            (2)   the Trustee shall cease to be eligible under Section 6.12 of
      this Indenture or Section 310(a) of the Trust Indenture Act and shall fail
      to resign after written request therefor by the Company or by any Holder
      of a Security who has been a bona fide Holder of a Security for at least
      six months; or

            (3)   the Trustee becomes incapable of acting, is adjudged a
      bankrupt or an insolvent or a receiver or public officer takes charge of
      the Trustee or its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then, in any such case,

                  (i)   the Company by or pursuant to a Board Resolution may
            remove the Trustee with respect to all Securities, or

                  (ii)  subject to Section 315(e) of the Trust Indenture Act,
            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 to competent jurisdiction for the
            removal of the Trustee with respect to all Securities and the
            appointment of a successor Trustee or Trustees.

            (e)   If the instrument of acceptance by a successor Trustee
required by Section 6.11 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation or removal, the Trustee
resigning or being removed may petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

            (f)   If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, with respect to Securities of one or more
series, the Company, by or pursuant to Board Resolution, shall promptly appoint
a successor Trustee with respect to the Securities to 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 6.11. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in


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<PAGE>
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 6.11, 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 or any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, 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.

Section 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

            (a)   In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment. Thereupon, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee, without
further act, deed or conveyance, shall become vested with all the rights, powers
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.

            (b)   In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the Guarantor, if applicable, the retiring Trustee and such successor Trustee
shall execute and deliver an indenture supplemental hereto wherein such
successor Trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, such 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, (ii) 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 or 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 (iii) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by another 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 such
retiring Trustee


                                       75
<PAGE>
hereunder with respect or those series to which the appointment of such
successor Trustee relates.

            (c)   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 the successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

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

            (e)   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
in the manner provided for notices to the Holders of Securities in Section 1.6.
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 6.12 ELIGIBILITY; DISQUALIFICATION.

            There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act
and shall have a combined capital and surplus of at least $75,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law or
the requirements of Federal, State, Territorial or District of Columbia
supervising or examining authority, then, for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect heretofore specified in this Article.

Section 6.13 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 to 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 6.14 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


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<PAGE>
authenticate Securities of such series issued upon original issue, exchange,
registration of transfer or partial redemption thereof, 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. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Whatever 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, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $25,000,000 and subject to supervision or examination by
Federal or State authorities. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or the requirements of the
aforesaid 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. In case 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 further act
on the part of the Trustee or the Authenticating Agent.

            An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
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 for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 1.6. 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 herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.



                                       77
<PAGE>
            The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation including reimbursement of its reasonable expenses
for its services under this Section.

            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 or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication substantially in the
following form:

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

                                    ------------------------------
                                    as Trustee


                                  By
                                    ------------------------------
                                    as Authenticating Agent


                                  By
                                    ------------------------------
                                    Authorized Signatory






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<PAGE>
                                    ARTICLE 7
                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

Section 7.1 CONSOLIDATION, MERGER OR SALE OF ASSETS PERMITTED.

            The Company shall not consolidate or merge with or into, or transfer
or lease all or substantially all of its assets to, any Person unless:

            (i)   the Person formed by or surviving any such consolidation or
      any merger (if other than the Company), or to which such transfer or lease
      shall have been made, is a corporation organized and existing under the
      laws of the United States, any State thereof or the District of Columbia;

            (ii)  the Person formed by or surviving any such consolidation or
      merger (if other than the Company), or to which such transfer or lease
      shall have been made, assumes by supplemental indenture all the
      obligations of the Company under the Securities and this Indenture;

            (iii) immediately after giving effect to the transaction no Default
      or Event of Default exists; and

            (iv)  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 the Securities of any series,
      the Company or such successor Person, as the case may be, shall take such
      steps as shall be necessary effectively to secure such Securities equally
      and ratably with all indebtedness secured thereby.

            The Company shall deliver to the Trustee prior to the proposed
transaction an Officers' Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and such supplemental indenture
comply with this Indenture and that all conditions precedent to the consummation
of the transaction under this Indenture have been met.

            In the event of the assumption by a successor corporation as
provided in clause (2) above, such successor corporation shall succeed to and be
substituted for the Company hereunder and under the Securities with the same
effect as if it had been named hereunder and thereunder and any coupons
appertaining thereto and all such obligations of the Company shall terminate.


                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

Section 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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



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<PAGE>
            (1)   to evidence the succession of another corporation to the
      Company or the Guarantor and the assumption by any such successor of the
      covenants and obligations of the Company herein and in the Securities; or

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

            (3)   to add any additional Events of Default with respect to all or
      any series of Securities (and if such Events of Default are to be for the
      benefit of less than all series of Securities, stating that such Events of
      Default are expressly included solely for the benefit of such series); or

            (4)   to add to or change any of the provisions of this Indenture to
      such extent as shall be necessary to facilitate the issuance of Bearer
      Securities (including, without limitation to provide that Bearer
      Securities may be registrable as to principal only) or to facilitate the
      issuance of Securities in global form; or

            (5)   to change or eliminate any of the provisions of this
      Indenture, PROVIDED that any such change or elimination shall become
      effective only when there is no Security Outstanding of any series created
      prior to the execution of such supplemental indenture which is entitled to
      the benefit of such provision; or

            (6)   to secure the Securities; or

            (7)   to establish the form or terms of Securities of any series as
      permitted by Sections 2.1 and 3.1; 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 6.11; or

            (9)   if allowed without penalty under applicable laws and
      regulations, to permit payment in the United states (including any of the
      States and District of Columbia, its territories, its possessions and
      other areas subject to its jurisdiction of principal, premium, if any, or
      interest, if any, on Bearer Securities or coupons, if any; or

            (10)  to correct or supplement any provision herein which may be
      inconsistent with any other provision herein or to make any other
      provisions with respect to matters or questions arising under this
      Indenture, PROVIDED such action shall not adversely affect the interests
      of the Holders of Securities of any series; or

            (11)  to cure an ambiguity or correct any mistake, PROVIDED such
      action shall not adversely affect the interests of the Holders of
      Securities of any series.



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Section 8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

            With the written consent of the Holders of a majority of the
aggregate principal amount of the Outstanding Securities of each series
adversely affected by such supplemental indenture (with the Securities of each
series voting as a class), the Company and, if applicable, the Guarantor, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto to add any provisions to or to change or
eliminate any provisions of this Indenture or of any other indenture
supplemental hereto or to modify the rights of the Holders of such Securities;
PROVIDED, HOWEVER, that without the consent of the Holder of each Outstanding
Security affected thereby, a supplemental indenture under this Section may not:

            (1)   change the Stated Maturity of the principal of, or premium, if
      any, on, or any installment of principal of or premium, if any, 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 change the manner in which the amount of any principal thereof
      or premium, if any, or interest thereon is determined or reduce the amount
      of the principal of any Original Issue Discount Security or Indexed
      Security that would be due and payable upon a declaration of acceleration
      of the Maturity thereof pursuant to Section 5.2, or change the Place of
      Payment where or the currency in which any Securities or any premium or
      the 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);

            (2)   reduce the percentage in principal amount of the Outstanding
      Securities affected thereby, 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;

            (3)   change any obligation of the Company to maintain an office or
      agency in the places and for the purposes specified in Section 9.2; or

            (4)   make any change in Section 5.7 or this 8.2(a) except to
      increase any percentage or to provide that certain other provisions of
      this Indenture cannot be modified or waived with the consent of the
      Holders of each Outstanding Security affected thereby.

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

            It is not necessary under this Section 8.2 for the Holders to
consent to the particular form of any proposed supplemental indenture, but it is
sufficient if they consent to the substance thereof.



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Section 8.3 COMPLIANCE WITH TRUST INDENTURE ACT.

            Every amendment to this Indenture or the Securities of one or more
series shall be set forth in a supplemental indenture that complies with the
Trust Indenture Act as then in effect.

Section 8.4 EXECUTION OF SUPPLEMENTAL INDENTURES.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and 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 8.5 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
and of any coupon appertaining thereto shall be bound thereby.

Section 8.6 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

            Securities, including any coupons, of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by 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 including any coupons 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 including any coupons of such series.


                                    ARTICLE 9
                                    COVENANTS

Section 9.1 PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST.

            The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the principal of,
premium, if any, and interest together with additional amounts, if any, on the
Securities of that series in accordance with the terms of the Securities of such
series, any coupons appertaining thereto and this Indenture. The Company shall
pay all Liquidated Damages, if any, in the same manner on the dates and in the
amounts set forth in the Registration Rights Agreement. An installment of
principal, premium, if any, interest or Liquidated Damages shall be considered
paid on the date it is due if the Trustee or Paying Agent holds on that date
money designated for and sufficient to pay the installment.



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Section 9.2 MAINTENANCE OF OFFICE OR AGENCY.

            If Securities of a series are issued as Registered Securities, 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. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain, (i) subject to any laws or regulations applicable thereto, an office
or agency in a Place of Payment for that series which is located outside the
United States where Securities of that series and related coupons may be
presented and surrendered for payment; PROVIDED, HOWEVER, that if the Securities
of that series are listed on The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited, the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent for the
Securities of that series in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the securities
of that series are listed on such exchange, and (ii) subject to any laws or
regulations applicable thereto, an office or agency in a Place by Payment for
that series which is located outside the United States, where Securities of that
series may be surrendered for 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 any 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.

            Unless otherwise specified as contemplated by Section 3.1, no
payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States, by check mailed to any
address in United States, by transfer to an account located in the United States
or upon presentation or surrender in the United States of a Bearer Security or
coupon for payment, even if the payment would be credited to an account located
outside the United States; PROVIDED, HOWEVER, that, if the Securities of a
series are denominated and payable in Dollars, payment of principal of and any
premium or interest on any such Bearer Security shall be made at the office of
the Company's Paying Agent located within the United States, if (but only if)
payment in Dollars of the full amount of such principal, premium or interest, as
the case may be, at all offices or agencies outside the United States maintained
for the purpose by the Company in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.

            The Company may also from time to time designate one or more other
offices or agencies where the Securities (including any coupons, if any) 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 an agency in each Place of Payment for
Securities (including any coupons, if any) of any series for such purposes. The


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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 9.3 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST; UNCLAIMED MONEY.

            If the Company or the Guarantor shall at any time act as its own
Paying Agent with respect to any series of Securities, it will, on or before
each due date of the principal of, premium, if any, 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, premium, if any,
or 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 in
writing 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)   hold all sums held by it for the payment of the principal of,
      premium, if any, interest or Liquidated Damages, if any, on Securities of
      that series in trust for the benefit of the Persons entitled thereto until
      such sums shall be paid to such Persons or otherwise disposed of as herein
      provided;

            (2)   give the Trustee notice of any default by the Company (or any
      other obligor upon the Securities of that series) in the making to any
      payment of principal, premium, if any, interest or Liquidated Damages, if
      any, on the Securities; and

            (3)   at any time during the continuance of any such default, upon
      the written request of the Trustee, forthwith pay to the Trustee all sums
      so held in trust by such Paying Agent.

            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 terms as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company or the Guarantor, in trust for the payment of any principal,
premium or interest on any Security of any series and remaining unclaimed for
two years after such principal, premium, if any, interest or Liquidated Damages,
if any, has become due and payable shall be paid to the Company on Company
Request or (if then held by the Company or the Guarantor) shall be discharged
from such trust; and the Holder of such Security and coupon, if any, shall
thereafter, as an unsecured general creditor, look only to the Company and, if
applicable, the Guarantor for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company or the Guarantor as trustee thereof, shall thereupon


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<PAGE>
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, or cause to be mailed to such Holder 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 9.4 CORPORATE EXISTENCE.

            Subject to Article 7, each of the Company and the Guarantor will at
all times do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and its rights and franchises;
PROVIDED that nothing in this Section 9.4 shall prevent the abandonment or
termination of any right or franchise of the Company or the Guarantor if, in the
opinion of the Company or the Guarantor, as the case may be, such abandonment or
termination is in the best interests of the Company and not prejudicial in any
material respect to the Holders of the Securities.

Section 9.5 REPORTS BY THE COMPANY AND THE GUARANTOR.

            Each of the Company and the Guarantor covenants:

            (a)   to file with the Trustee, within 30 days after the Company or
      the Guarantor, as the case may be, is required to file the same with the
      Commission, copies of the annual reports and of the information, documents
      and other reports (or copies of such portions of any of the foregoing as
      the Commission may from time to time by rules and regulations prescribe)
      which the Company or the Guarantor, as the case may be, may be required to
      file with the Commission pursuant to section 13 or section 15(d) of the
      Securities Exchange Act of 1934, as amended; or, if the Company or the
      Guarantor is not required to file information, documents or reports
      pursuant to either of such sections, then to file with the Trustee and the
      Commission, in accordance with rules and regulations prescribed from time
      to time by the Commission, such of the supplementary and periodic
      information, documents and reports which may be required pursuant to
      section 13 of the Securities Exchange Act of 1934, as amended, in respect
      of a security listed and registered on a national securities exchange as
      may be prescribed from time to time in such rules and regulations;

            (b)   to file with the Trustee and the Commission, in accordance
      with the rules and regulations prescribed from time to time by the
      Commission, such additional information, documents and reports with
      respect to compliance by the Company or the Guarantor, as the case may be,
      with the conditions and covenants provided for in this Indenture as may be
      required from time to time by such rules and regulations; and

            (c)   to transmit to all Holders of Securities, within 30 days after
      the filing thereof with the Trustee, in the manner and to the extent
      provided in section 313(c) of the Trust Indenture Act, such summaries of
      any information, documents and reports required to be filed by the Company
      or the Guarantor, as the case may be, pursuant to subsections


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<PAGE>
      (a) and (b) of this Section 9.5, as may be required by rules and
      regulations prescribed from time to time by the Commission.

            Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including information
concerning the Company's or the Guarantor's compliance with any of its covenants
hereunder, PROVIDED that the foregoing shall not relieve the Trustee of any of
its responsibilities hereunder.

Section 9.6 ANNUAL REVIEW CERTIFICATE; NOTICE OF DEFAULTS OR EVENTS OF DEFAULT.

            (a)   The Company and, if applicable, the Guarantor will deliver to
the Trustee, within 10 days after the end of each fiscal year of the Company, a
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's or the
Guarantor's, as the case may be, compliance with all conditions and covenants
under this Indenture. For purposes of this Section 9.6, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

            (b)   The Company and, if applicable, the Guarantor will deliver to
the Trustee, within a reasonable time after the Company or the Guarantor, as the
case may be, becomes aware of the occurrence of a Default or an Event of Default
of the character specified in Section 5.1(4) hereof, written notice of the
occurrence of such Default or Event of Default.

Section 9.7 BOOKS OF RECORD AND ACCOUNT.

            The Company and the Guarantor will keep proper books of record and
account, either on a consolidated or individual basis. The Company and the
Guarantor shall cause its books of record and account to be examined either on a
consolidated or individual basis, by one or more firms of independent public
accountants not less frequently than annually. The Company and the Guarantor
shall prepare its financial statements in accordance with generally accepted
accounting principles.

Section 9.8 LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS.

            The Company will not permit any of its Subsidiaries, directly or
indirectly, to Guarantee or refinance any existing Indebtedness of the Company,
unless such Subsidiary is CIHC or such Subsidiary simultaneously executes and
delivers a supplemental indenture providing for the Guarantee of the payment of
the Securities by such Subsidiary, which Guarantee shall be senior to or pari
passu with such Subsidiary's Guarantee of such other Indebtedness, unless such
other Indebtedness is outstanding under one of the Credit Agreements, in which
case, the Guarantee of the Securities may be subordinated to the Guarantee of
such Indebtedness outstanding under one of the Credit Agreements to the same
extent as the Subsidiary Guarantee of CIHC is subordinated to the Senior Debt.



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<PAGE>
Section 9.9 LIMITATION ON SENIOR SUBORDINATED DEBT.

            The Company will not permit the Guarantor to incur, create, issue,
assume, Guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to any Senior Debt and senior in right
of payment to the Subsidiary Guarantee of the Guarantor.


                                   ARTICLE 10
                                   REDEMPTION

Section 10.1 APPLICABILITY OF ARTICLE.

            Securities (including coupons, if any) 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 3.1
for Securities of any series) in accordance with this Article.

Section 10.2 ELECTION TO REDEEM NOTICE TO TRUSTEE.

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

Section 10.3 SELECTION OF SECURITIES TO BE REDEEMED.

            Unless otherwise specified as contemplated by Section 3.1, if less
than all the Securities (including coupons, if any) of a series with the same
terms are to be redeemed, the Trustee, not more than 45 days prior to the
redemption date, shall select the Securities of the series to be redeemed in
such manner 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 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. The Trustee
shall make the selection from Securities of the series that are Outstanding and
that have not previously been called for redemption and may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities, including coupons, if any, of that series or any
integral multiple thereof) of the principal amount of Securities, including
coupons, if any, of such series of a denomination larger than the minimum
authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected by the Trustee
for redemption and, in the case of any Securities selected for partial
redemption, the principal


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<PAGE>
amount thereof to be redeemed. If the Company shall so direct, Securities
registered in the name of the Company, any Affiliate or any Subsidiary thereof
shall not be included in the Securities selected for redemption. If less than
all the Securities of any series with differing issue dates, interest rates and
stated maturities are to be redeemed, the Company in its sole discretion shall
select the particular Securities to be redeemed and shall notify the Trustee in
writing thereof at least 45 days prior to the relevant redemption date.

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

Section 10.4 NOTICE OF REDEMPTION.

            Unless otherwise specified as contemplated by Section 3.1, notice of
redemption shall be given in the manner provided in Section 1.6 not less than 30
days nor more than 60 days prior to the Redemption Date to the Holders of the
Securities to be redeemed.

            All notices of redemption shall state:

            (1)   the Redemption Date;

            (2)   the Redemption Price;

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

            (4)   in case any Security is to be redeemed in part only, the
      notice which relates to such Security shall state that on and after the
      Redemption Date, upon surrender of such Security, the Holder will receive,
      without a charge, a new Security or Securities of authorized denominations
      for the principal amount thereof remaining unredeemed;

            (5)   the Place or Places of Payment where such Securities, together
      in the case of Bearer Securities with all coupons appertaining thereto, if
      any, maturing after the Redemption Date, are to surrendered for payment
      for the Redemption Price;

            (6)   that Securities of the series called for redemption and all
      unmatured coupons, if any, appertaining thereto must be surrendered to the
      Paying Agent to collect the Redemption Price;

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

            (8)   that the redemption is for a sinking fund, if such is the
      case;



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<PAGE>
            (9)   that unless otherwise specified in such notice, Bearer
      Securities of any series, if any, surrendered for redemption must be
      accompanied by all coupons maturing subsequent to the Redemption Date or
      the amount of any such missing coupon or coupons will be deducted from the
      Redemption Price, unless security or indemnity satisfactory to the
      Company, the Trustee and any Paying Agent is furnished; and

            (10)  the CUSIP number, if any, of the Securities.

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

Section 10.5 DEPOSIT OF REDEMPTION PRICE.

            On or 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, which it may not do in the case of a sinking fund payment under
Article 11, segregate and hold in trust as provided in Section 9.3) an amount of
money in the currency or currencies (including currency unit or units) in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.1 for the Securities of such series) sufficient to pay on
the Redemption Date the Redemption Price of, and (unless the Redemption Date
shall be an Interest Payment Date) interest accrued to the Redemption Date on,
all Securities or portions thereof which are to be redeemed on that date.

            Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

Section 10.6 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 and the coupons for any
such interest appertaining to any Bearer Security so to be redeemed, except to
the extent provided below, shall be void. Except as provided in the next
succeeding paragraph, upon surrender of any such Security, including coupons, if
any, 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 installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States and its
possessions (except as otherwise provided in Section 9.2) and, unless otherwise
specified as contemplated by Section 3.1, only upon presentation and surrender
to coupons for such interest; and PROVIDED, FURTHER that, unless otherwise
specified as contemplated by Section 3.1, installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities,


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<PAGE>
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.7.

            If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
PROVIDED, HOWEVER, that interest represented by coupons shall be payable only at
an office or agency located outside of the United States (except as otherwise
provided pursuant to Section 9.2) and, unless otherwise provided as contemplated
by Section 3.1, only upon presentation and surrender of those coupons.

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

Section 10.7 SECURITIES REDEEMED IN PART.

            Upon surrender of a Security that is redeemed in part at any 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), the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of that Security, without service charge
a new Security or Securities of the same series, having the same form, terms and
Stated Maturity, in any authorized denomination equal in aggregate principal
amount to the unredeemed portion of the principal amount of the Security
surrendered.


                                   ARTICLE 11
                                  SINKING FUNDS

Section 11.1 APPLICABILITY OF ARTICLE.

            The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 3.1 for Securities of such series.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 11.2. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.



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Section 11.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

            The Company (i) may deliver Outstanding Securities of a series
(other than any previously called for redemption) together, in the case of
Bearer Securities of such series, with all unmatured coupons appertaining
thereto and (ii) 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 the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; PROVIDED that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

Section 11.3 REDEMPTION OF SECURITIES FOR SINKING FUND.

            Not less than 60 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied be delivering and crediting Securities of that series
pursuant to Section 11.2 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 10.3 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 10.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 10.6 and 10.7.

            This Indenture may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
but one instrument.


                                   ARTICLE 12
                              SUBSIDIARY GUARANTEE

Section 12.1 SUBSIDIARY GUARANTEE.

            If Securities of or within a series are specified, as contemplated
by Section 3.1, to be guaranteed by the Guarantor, then the Guarantor hereby
guarantees to each Holder of any such Security which is authenticated and
delivered by the Trustee and to each Holder of any coupon appertaining to any
such Security, if any, and to the Trustee on behalf of each such Holder, the due
and punctual payment of the principal of (and premium, if any, on), interest
(including, in case of default, interest on principal and, to the extent
permitted by applicable law, on overdue interest and including any additional
interest required to be paid according to the terms of any such Security or any
coupon appertaining thereto), if any, and Liquidated Damages, if any, on each
such Security, and the due and punctual payment of any sinking fund payment (or


                                       91
<PAGE>
analogous obligation), if any, provided for with respect to any such Security,
when and as the same shall become due and payable, whether at Stated Maturity,
upon redemption, upon acceleration, upon tender for repayment at the option of
any Holder or otherwise, according to the terms thereof and of this Indenture,
(the "Guarantor Obligations"). In case of the failure of the Company or any
successor thereto punctually to pay any such principal, premium, interest,
Liquidated Damages or sinking fund payment, the Guarantor hereby agrees to cause
any such payment to be made punctually when and as the same shall become due and
payable, whether at Stated Maturity, upon redemption, upon declaration of
acceleration, upon tender for repayment at the option of any Holder or
otherwise, as if such payment were made by the Company.

            The Guarantor hereby agrees that its Guarantor Obligations hereunder
shall be as if it were principal debtor and not merely surety and shall be
absolute and unconditional, irrespective of the identity of the Company, the
validity, regularity or enforceability of any such Security or coupon
appertaining thereto or this Indenture, the absence of any action to enforce the
same, any waiver or consent by the Holder of any such Security or coupon
appertaining thereto with respect to any provisions thereof, the recovery of any
judgment against the Company or any action to enforce the same, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of the Guarantor. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that its
Subsidiary Guarantee will not be discharged except by complete performance of
its obligations contained in any such Security or coupon appertaining thereto
and in its Subsidiary Guarantee.

            If the Trustee or the Holder of any Security or any coupon
appertaining thereto is required by any court or otherwise to return to the
Company or the Guarantor, or any custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official acting in relation to the
Company or the Guarantor, any amount paid to the Trustee or such Holder in
respect of a Security or any coupons appertaining thereto, the related
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect. The Guarantor further agrees, to the fullest extent
that it may lawfully do so, that, as between the Guarantor, on the one hand, and
the Holders and the Trustee, on the other hand, the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 5 hereof for the
purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or
other prohibition extant under any applicable bankruptcy law preventing such
acceleration in respect of the obligations guaranteed hereby.

            The Guarantor shall be subrogated to all rights of the Holders of
the Securities of a series (and of any coupons appertaining thereto) against the
Company in respect of any amounts paid by the Guarantor on account of such
Securities or any coupons appertaining thereto or this Indenture; provided,
however, that the Guarantor shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of subrogation until the
principal of (and premium, if any, on) and interest, if any, on all Securities
of such series shall have been indefeasibly paid in full.



                                       92
<PAGE>
Section 12.2 EXECUTION AND DELIVERY OF GUARANTEE.

            To evidence the Subsidiary Guarantee with respect to Securities of
or within any series that are specified, as contemplated by Section 3.1, to be
guaranteed by the Guarantor, the Guarantor hereby agrees to execute the
Subsidiary Guarantee, in a form established pursuant to Section 2.1, to be
endorsed on each Security of such series authenticated and delivered by the
Trustee. The Subsidiary Guarantee shall be executed on behalf of the Guarantor
by its Chairman of the Board, the Chief Executive Officer, the Chief Operating
Officer, the Financial Officer, or its President, or one of its Executive Vice
Presidents or Vice Presidents, or by its Treasurer or one of its Assistant
Treasurers and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Subsidiary Guarantee may be manual
or facsimile.

            A Subsidiary Guarantee bearing the manual or facsimile signatures of
the individuals who were the proper officers of the Guarantor shall bind the
Guarantor, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of the Securities
upon which the Subsidiary Guarantee is endorsed or did not hold such offices at
the date of such Securities.

            The delivery of any Securities by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantee endorsed thereon on behalf of the Guarantor. The Guarantor
hereby agrees that its Subsidiary Guarantee set forth in this Article 12 shall
remain in full force and effect notwithstanding any failure to endorse on each
Security a notation of such Subsidiary Guarantee.

Section 12.3 LIMITATION OF GUARANTOR'S LIABILITY.

            The Guarantor, and by its acceptance of a Security each Holder,
hereby confirms that it is the intention of all such parties that in no event
shall any Guarantor Obligations under the Subsidiary Guarantee constitute or
result in a fraudulent transfer or conveyance for purposes of, or result in a
violation of, any United States federal, or applicable United States state,
fraudulent transfer or conveyance or similar law. To effectuate the foregoing
intention, in the event that the Guarantor Obligations of the Guarantor in
respect of the Securities of any series would, but for this sentence, constitute
or result in such a fraudulent transfer or conveyance or violation, then the
liability of the Guarantor under its Subsidiary Guarantee in respect of the
Securities of such series shall be reduced to the extent necessary to eliminate
such fraudulent transfer or conveyance or violation under the applicable
fraudulent transfer or conveyance or similar law.

Section 12.4 GUARANTOR MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

            The Guarantor may not sell or otherwise dispose of all or
substantially all of its assets to, or consolidate with or merge with or into
(whether or not the Guarantor is the surviving Person) another Person, unless:

            (i)   immediately after giving effect to that transaction, no
      Default or Event of Default exists; and


                                       93
<PAGE>
            (ii)  the Person acquiring the property in any such sale or
      disposition or the Person formed by or surviving any such consolidation or
      merger is a corporation organized or existing under the laws of the United
      States, any state thereof of the District of Columbia and assumes all the
      obligations of the Guarantor under this Indenture, the Subsidiary
      Guarantee and the Registration Rights Agreement pursuant to a supplemental
      indenture satisfactory to the Trustee and an amendment to the Registration
      Rights Agreement.

            In case of any such consolidation, merger, sale or conveyance and
upon the assumption by the successor Person, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the
Subsidiary Guarantee endorsed upon the Securities and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as the Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Subsidiary Guarantees to be endorsed upon all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee. All the Subsidiary Guarantees so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Subsidiary Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Subsidiary
Guarantees had been issued at the date of the execution hereof.

            Notwithstanding the foregoing, the Guarantor may not sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not the Guarantor is the surviving
Person), the Company.

Section 12.5 RELEASE OF THE GUARANTEE.

            The Guarantor will be released and relieved of any obligations under
the Subsidiary Guarantee upon:

            (i)   any sale or other disposition of all or substantially all of
      the assets of the Guarantor (including by way of merger or consolidation)
      to a Person that is not (either before or after giving effect to such
      transaction) an Affiliate of the Company, if the conditions set forth in
      clauses (i) and (ii) of Section 12.4 above are met; or

            (ii)  the defeasance of the Securities in accordance with Section
      4.4 of this Indenture.

            Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or
disposition or such defeasance was made by the Company in accordance with the
provisions of this Indenture, the Trustee shall execute any documents reasonably
required in order to evidence the release of the Guarantor from its obligations
under the Subsidiary Guarantee.



                                       94
<PAGE>
                                   ARTICLE 13
                           SUBORDINATION OF GUARANTEE

Section 13.1 AGREEMENT TO SUBORDINATE.

            The Guarantor agrees, and each Holder by accepting a Security
agrees, that the payment of principal, interest and premium and Liquidated
Damages, if any, and other payment obligations on, or with respect to, the
Securities (including any obligation to repurchase the Securities) is
subordinated in right of payment, to the extent and in the manner provided in
this Article Thirteen, to the prior payment in full in cash of all Obligations
under the Credit Agreements and all other Senior Debt (whether outstanding on
the date hereof or hereafter created, incurred, assumed or guaranteed), and that
the subordination is for the benefit of the holders of Senior Debt.

Section 13.2 LIQUIDATION; DISSOLUTION; BANKRUPTCY.

            The holders of Senior Debt of the Guarantor will be entitled to
receive payment in full in cash of all Obligations due in respect of Senior Debt
of the Guarantor (including interest after the commencement of any bankruptcy
proceeding at the rate specified in the applicable Senior Debt of the Guarantor
whether or not such interest is allowed in such proceeding) before the Holders
of Securities will be entitled to receive any payment with respect to the
Securities (except that Holders of Securities may receive and retain payments
made from the trust pursuant to Article Four hereof), in the event of any
distribution to creditors of the Guarantor: (i) in a liquidation or dissolution
of the Guarantor; (ii) in a bankruptcy, reorganization, insolvency, receivership
or similar proceeding relating to the Guarantor or its property; (iii) in an
assignment for the benefit of creditors of the Guarantor; or (iv) in any
marshaling of the Guarantor's assets and liabilities.

Section 13.3 DEFAULT ON DESIGNATED SENIOR DEBT.

            The Guarantor may not make any payment in respect of the Securities
(except from the trust pursuant to Article Four hereof):

                  in the event of any default in the payment of principal of,
      interest or premium, if any, under any Credit Agreement; or

            (a)   in the event that any default (other than a payment default)
with respect to any Credit Agreement shall have occurred and be continuing and
the Trustee shall have received written notice (a "PAYMENT BLOCKAGE NOTICE") of
such default from an agent for the lenders under such Credit Agreement (which
notice shall be binding on the Guarantor, the Trustee and the Holders of
Securities as to the occurrence of such a nonpayment event of default);

unless and until such default shall have been cured or waived in writing in
accordance with such Credit Agreement. The Company or the Guarantor shall
promptly notify the Trustee of such cure or waiver and deliver to the Trustee a
copy of such writing.



                                       95
<PAGE>
Section 13.4 ACCELERATION OF SECURITIES.

            If payment of the Securities is accelerated because of an Event of
Default, the Guarantor shall promptly notify holders of Senior Debt of the
acceleration.

Section 13.5 WHEN DISTRIBUTION MUST BE PAID OVER.

            In the event that the Trustee or any Holder receives any payment of
any Obligations with respect to the Securities (except from the trust pursuant
to Article Four hereof) at a time when the Trustee or such Holder, as
applicable, has actual knowledge that such payment is prohibited by Article
Thirteen hereof, such payment shall be held by the Trustee or such Holder, as
applicable, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon written request, to the holders of Senior Debt as their
interests may appear or their representative under this Indenture or other
agreement (if any) pursuant to which Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

            With respect to the holders of Senior Debt, the Trustee undertakes
to perform only such obligations on the part of the Trustee as are specifically
set forth in this Article Thirteen, and no implied covenants or obligations with
respect to the holders of Senior Debt shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Guarantor
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article Thirteen, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 13.6 NOTICE BY THE GUARANTOR.

            The Guarantor shall promptly notify the Trustee and the Paying Agent
in writing of any facts known to the Guarantor that would cause a payment of any
Obligations with respect to the Securities to violate this Article Thirteen, but
failure to give such notice shall not affect the subordination of the Securities
to the Senior Debt as provided in this Article Thirteen.

Section 13.7 SUBROGATION.

            After all Senior Debt is paid in cash in full and until the
Securities are paid in full, Holders of Securities shall be subrogated (equally
and ratably with all other Indebtedness pari passu with the Securities) to the
rights of holders of Senior Debt to receive distributions applicable to Senior
Debt to the extent that distributions otherwise payable to the Holders of
Securities have been applied to the payment of Senior Debt. A distribution made
under this Article Thirteen to holders of Senior Debt that otherwise would have
been made to Holders of Securities is not, as between the Guarantor and Holders,
a payment by the Guarantor on the Securities.



                                       96
<PAGE>
Section 13.8 RELATIVE RIGHTS.

            This Article Thirteen defines the relative rights of Holders of
Securities and holders of Senior Debt. Nothing in this Indenture shall:

            (a)   impair, as between the Guarantor and Holders of Securities,
the obligation of the Guarantor, which is absolute and unconditional, to pay
principal of and interest on the Securities in accordance with their terms;

            (b)   affect the relative rights of Holders of Securities and
creditors of the Guarantor other than their rights in relation to holders of
Senior Debt; or

            (c)   prevent the Trustee or any Holder of Securities from
exercising its available remedies upon a Default or Event of Default, subject to
the rights of holders and owners of Senior Debt under this Article Thirteen to
receive distributions and payments otherwise payable to Holders of Securities.

            If the Guarantor fails because of this Article Thirteen to pay
principal of or interest or Liquidated Damages, if any, on a Security on the due
date, the failure is still a Default or Event of Default.

Section 13.9 SUBORDINATION MAY NOT BE IMPAIRED BY THE GUARANTOR.

            No right of any holder of Senior Debt to enforce the subordination
of the Indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Guarantor or any Holder or by the failure of the Guarantor
or any Holder to comply with this Indenture.

            Without in any way limiting the generality of the foregoing
paragraph, any holder of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee, without incurring
responsibility to the Trustee or the Holders of the Securities and without
impairing or releasing the subordination provided in this Article 13, do any one
or more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt, or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner
for the payment or collection of Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Guarantor and any other Person.
Notwithstanding the foregoing, nothing in this Section 13.09 shall permit the
Company to incur any Debt that is prohibited by the terms of this Indenture and
which, if incurred, will not constitute Senior Debt.

Section 13.10 DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

            Whenever a distribution is to be made or a notice given to holders
of Senior Debt, the distribution may be made and the notice given to their
representative.



                                       97
<PAGE>
            Upon any payment or distribution of assets of the Guarantor referred
to in this Article Thirteen, the Trustee and the Holders of Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Securities for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior
Debt and other Indebtedness of the Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Thirteen.

Section 13.11 RIGHTS OF TRUSTEE AND PAYING AGENT.

            Notwithstanding the provisions of this Article Thirteen or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Securities, unless the Trustee shall have received at
its Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Securities to violate this Article Thirteen. Only the
Guarantor or a representative may give the notice. Nothing in this Article
Thirteen shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 6.9 hereof.

            The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

Section 13.12 AUTHORIZATION TO EFFECT SUBORDINATION.

            Each Holder of Securities, by the Holder's acceptance thereof,
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article Thirteen, and appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 5.4 hereof at least 30 days before the expiration of the
time to file such claim, the holders of Senior Debt are hereby authorized to
file an appropriate claim for and on behalf of the Holders of the Securities.




                                       98
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day first written above.

                                    CONSECO, INC.


                                    By: __________________________________
                                        Name:  William J. Shea
                                        Title: President and
                                               Chief Operating Officer


                                    By: __________________________________
                                        Name:  James S. Adams
                                        Title: Senior Vice President,
                                               Chief Accounting Officer and
                                               Treasurer


                                    CIHC, INCORPORATED


                                    By: __________________________________
                                        Name:  Mark A. Ferrucci
                                        Title: President



                                    STATE STREET BANK AND TRUST COMPANY,
                                    as Trustee


                                    By: __________________________________
                                        Name:  Michael M. Hopkins
                                        Title: Vice President



                                       99
<PAGE>
                                                                      EXHIBIT A1

                                 [Face of Note]

      THIS GLOBAL SECURITY IS HELD BY THE DEPOSITORY (AS DEFINED IN THE
INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 3.6 OF THE INDENTURE, (II) THIS GLOBAL SECURITY
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.14(a) OF THE
INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 3.9 OF THE INDENTURE AND (IV) THIS GLOBAL
SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.

      THIS SECURITY AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR THE GUARANTEES ENDORSED HEREON
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY AND
THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY AND THE
GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS SECURITY AND THE
GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE


                                      A1-1
<PAGE>
MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY
DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.








                                      A1-2
<PAGE>
                                                               CUSIP [_________]

No. [___]                                                       **$[_________]**


                                CONSECO, INC.

                   [__]% Guaranteed Senior Notes due [______]

Issue Date: [________]


            Conseco, Inc. Indiana corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for
value received, promises to pay to DTC, or its registered assigns, the
principal sum of [Amount of Note] ($__) on [________], [_____].


Interest Payment Dates: [__________], commencing [__________].


Record Dates: [__________].


            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.





                                      A1-3
<PAGE>
            IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

                                          CONSECO, INC.


                                          By:_________________________________
                                             Name:
                                             Title:


                                          By:_________________________________
                                             Name:
                                             Title:



This is one of the Guaranteed Senior Notes due [______] described in the
within-mentioned Indenture.



STATE STREET BANK AND TRUST COMPANY,

as Trustee

By: __________________________________
          Authorized Signatory



                                      A1-4
<PAGE>
                             [Reverse Side of Note]


                                CONSECO, INC.

                   [__]% Guaranteed Senior Notes due [______]

            Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

            1.    Security. This Security shall represent the aggregate
principal amount of outstanding Securities from time to time endorsed hereon.
The aggregate principal amount of outstanding Securities represented hereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of this Security to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Securities
represented hereby shall be made by the Trustee in accordance with instructions
given by the Holder hereof as required by Section 3.14 of the Indenture.

            2.    Interest. The Company promises to pay interest on the
principal amount of this Security at [__]% per annum from the date hereof until
maturity and shall pay the Liquidated Damages, if any, payable pursuant to
Section 5 of the Registration Rights Agreement referred to below. The Company
shall pay interest and Liquidated Damages, if any, semi-annually in arrears on
[______] of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). Interest on the
Securities shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of original issuance;
provided that if there is no existing Default in the payment of interest, and if
this Security is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date; provided further that the first
Interest Payment Date shall be [______]. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.

            3.    Method of Payment. The Company shall pay interest on the
Securities (except defaulted interest) and Liquidated Damages, if any, to the
Persons who are registered Holders of Securities at the close of business on the
[__________] next preceding the Interest Payment Date, even if such Securities
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 3.7(b) of the Indenture with respect to defaulted
interest. The Securities shall be payable as to principal, premium and
Liquidated Damages, if any, and interest at the office or agency of the Company
maintained for such purpose in The City of New York, or, at the option of the
Company, payment of interest and Liquidated Damages, if any, may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of and interest, premium and
Liquidated Damages, if any, on, all Global Securities and all other Securities
the Holders of


                                      A1-5
<PAGE>
which shall have provided wire transfer instructions to the Company or the
Paying Agent. Such payment shall be 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.

            4.    Paying Agent and Registrar. Initially, State Street Bank and
Trust Company, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Restricted Subsidiaries may act in any
such capacity.

            5.    Indenture. The Company issued the Securities under an
Indenture dated as of [______] ("Indenture") among the Company, the Guarantors
and the Trustee. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended. The Securities are subject to all such terms,
and Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Security conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. This Security is an obligation of the Company limited to $[__]
million in aggregate principal amount. [The Indenture pursuant to which this
Security is issued provides for the issuance of Securities with a maximum
aggregate principal amount of $[________] million.]

            [6.   Optional Redemption. (a) Except as set forth in paragraphs
6(b) and 8 below, the Company shall not have the option to redeem the Securities
prior to [______] Thereafter, the Company shall have the option to redeem the
Securities, in whole or in part, upon not less than 30 nor more than 60 days'
prior notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Liquidated Damages,
if any, thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on [______] of the years indicated below (subject
to the right of Holder on the relevant record date to receive interest due on
the related Interest Payment Date):

<TABLE>
<CAPTION>
      Year                                             Percentage
      ----                                             ----------
<S>                                                    <C>
      [______]......................................     [____]%
      [______]......................................     [____]%
      [______] and thereafter.......................     [____]%
</TABLE>

            (b)   Notwithstanding the foregoing, at any time prior to [______],
the Company may redeem up to 35% of the aggregate principal amount of Securities
issued under the Indenture at a redemption price of [____]% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the redemption date, with the net cash proceeds of one or more Equity
Issuances; provided that at least 65% of the aggregate principal amount of
Securities issued under the Indenture remains outstanding immediately after the
occurrence of such redemption (excluding Securities held by the Company and its
Subsidiaries); and such redemption shall occur within 60 days of the date of the
closing of such Equity Issuance.]

            [7.   Mandatory Redemption. The Company shall not be required to
make mandatory redemption payments or sinking fund payments with respect to the
Securities.]



                                      A1-6
<PAGE>
            8.    Selection and Notice of Redemption. If less than all of the
Securities are to be redeemed at any time, the Trustee will select Securities
for redemption as follows: (i) if the Securities are listed, in compliance with
the requirements of the principal national securities exchange on which the
Securities are listed, or (ii) if the Securities are not so listed, on a pro
rata basis, by lot or by any method as the Trustee deems fair and appropriate.
No Securities of $1,000 or less may be redeemed in part. Except as otherwise
provided in the Indenture, notices of redemption will be mailed by first class
mail at least 30 but not more than 60 days before the redemption date to each
Holder to be redeemed at its registered address. Notices of redemption may not
be conditional. If any Security is to be redeemed in part only, the notice of
redemption that relates to that Security will state the portion of the principal
amount thereof to be redeemed. A new Security in principal amount equal to the
unredeemed portion of the original Security will be issued in the name of the
Holder thereof upon cancellation of the original Security. Securities called for
redemption become due on the date fixed for redemption. On and after the
redemption date, interest and Liquidated Damages, if any, cease to accrue on
Securities or portions of them called for redemption.

            [9.   Repurchase at Option of Holder. (a) If there is a Change of
Control, each Holder of Securities will have the right to require the Company to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Securities at a
purchase price equal to 101% of the aggregate principal amount of Securities
repurchased plus accrued and unpaid interest and Liquidated Damages, if any, to
the date of purchase (the "Change of Control Payment"). Within 10 days following
any Change of Control, the Company shall mail a notice to each Holder describing
the transaction or transactions that constitute the Change of Control and
offering to repurchase Securities on the date specified in such notice, which
date shall be no earlier than 30 days and no later than 60 days from the date
such notice is mailed, pursuant to the procedures required by the Indenture and
described in such notice.]

            [(b)  When the aggregate amount of Excess Proceeds from one or more
Asset Sales exceeds $5.0 million, the Company shall commence an offer ("Asset
Sale Offer") pursuant to Section [__] of the Indenture to all Holders of
Securities, and all holders of other Indebtedness that is pari passu with the
Securities containing provisions similar to those set forth in the Indenture
with respect to offers to purchase with the proceeds of sales of assets, to
purchase the maximum principal amount of Securities and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds. The offer price
in any Asset Sale Offer shall be equal to 100% of principal amount plus accrued
and unpaid interest and Liquidated Damages, if any, to the date of purchase, and
shall be payable in cash, in accordance with the procedures set forth in the
Indenture. If any Excess Proceeds remain after consummation of an Asset Sale
Offer, the company or the Restricted Subsidiary may use such Excess Proceeds for
any purpose not otherwise prohibited by the Indenture. Upon completion of each
Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.]

            10.   Denominations, Transfer, Exchange. The Securities are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Securities may be registered and Securities
may be exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes


                                      A1-7
<PAGE>
and fees required by law or permitted by the Indenture. The Company is not
required to transfer or exchange any Security selected for redemption. Also, the
Company is not required to transfer or exchange any Security for a period of 15
days before a selection of Securities to be redeemed.

            11.   Persons Deemed Owners.  The registered Holder of a Security
will be treated as its owner for all purposes.

            12.   Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture or the Securities may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Securities (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Securities), and any existing Default or Event of Default or compliance with any
provision of the Indenture or the Securities may be waived with the consent of
the Holders of a majority in principal of the then outstanding Securities
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, the Securities). Without the consent
of any Holder of a Security, the Indenture or the Securities may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Securities in addition to or in place of Bearer Securities, to
provide for the assumption of the Company's or any Guarantor's obligations to
Holders of the Securities in case of a merger or consolidation or sale of all or
substantially all of the assets of the Company or any Guarantor, to make any
change that would provide any additional rights or benefits to the Holders of
the Securities or that does not adversely affect the legal rights under the
Indenture of any such Holder or to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act.

            13.   Defaults and Remedies. In the case of an Event of Default, as
defined in the Indenture arising from certain events of bankruptcy or insolvency
with respect to the Company or any of its Significant Subsidiaries, all
outstanding Securities will become due and payable immediately and automatically
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Securities may declare all the Securities to be due and
payable immediately. Holders of the Securities may not enforce the Indenture or
the Securities except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of the Securities notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest or Liquidated Damages, if any) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Securities then outstanding by
notice to the Trustee may, on behalf of the Holders of all of the Securities,
waive any existing Default or Event of Default and its consequences under the
Indenture except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages, if any, on, or the principal of, the Securities.

            [In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by the Company or on their behalf
with the intention of avoiding payment of the premium that the Company would
have had to pay if it then had elected to redeem the Securities pursuant to the
optional redemption provisions of the Indenture, an


                                      A1-8
<PAGE>
equivalent premium shall also become and be immediately due and payable to the
extent permitted by law upon the acceleration of the Securities. If an Event of
Default occurs during any time that the Securities or Guarantees are
outstanding, by reason of any willful action (or inaction) taken (or not taken)
by the Company or on its behalf with the intention of avoiding the prohibition
on redemption of the Securities, then the premium specified in the Indenture
shall also become immediately due and payable to the extent permitted by law
upon the acceleration of the Securities.]

            14.   Trustee Dealings with Company. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

            15.   No Recourse Against Others. No past, present, or future
director, officer, employee, incorporator agent, or stockholder or holder of any
Equity Interest of the Company or any of its Subsidiaries, as such, will have
any liability for any of the Company's or any Guarantors' obligations under the
Securities, the Indenture, any Subsidiary Guarantees, the Exchange Securities,
the Registration Rights Agreement or for any claim based on, in respect of, or
by reason of, these obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Securities.

            16.   Authentication. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

            17.   Additional Rights of Holders of Restricted Global Securities
and Restricted Bearer Securities. In addition to the rights provided to Holders
under the Indenture, Holders of Restricted Global Securities and Restricted
Bearer Securities shall have all the rights set forth in the Registration Rights
Agreement dated as of [______], between the Company, the Guarantors and the
parties named on the signature pages thereof or, in the case of Additional
Securities, Holders of Restricted Global Securities and Restricted Bearer
Securities shall have the rights set forth in one or more registration rights
agreements, if any, between the Company, the Guarantors and the other parties
thereto, relating to rights given by the Company and the Guarantors to the
purchasers of Additional Securities (the "Registration Rights Agreement").

            18.   CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Securities and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.

            The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

            Conseco, Inc.
            11825 N. Pennsylvania Street
            Carmel, Indiana 46032
            Attention: General Counsel




                                      A1-9
<PAGE>
            ASSIGNMENT FORM

            To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to: ______________________________
                                                  (Insert assignee's legal name)

________________________________________________________________________________
                (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Security on the books of the Company. The agent may substitute
another to act for him.

Date: __________________

                               Your Signature: _________________________________
                                              (Sign exactly as your name appears
                                                  on the face of this Note)


Signature Guarantee*: ______________________
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).




                                     A1-10
<PAGE>
                       [OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Security purchased by the Company
pursuant to Section [__] or [__] of the Indenture, check the appropriate box
below:

                         [ ] Section [__]   [ ] Section [__]

            If you want to elect to have only part of the Security purchased by
the Company pursuant to Section [__] or Section [__] of the Indenture, state the
amount you elect to have purchased:

                                 $______________



Date: ____________

                              Your Signature: __________________________________
                                              (Sign exactly as your name appears
                                                   on the face of this Note)

                              Tax Identification No.: __________________________

Signature Guarantee*: ________________
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).]




                                     A1-11
<PAGE>
            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY

            The following exchanges of a part of this Global Security for an
interest in another Global Security or for a Bearer Security, or exchanges of a
part of another Global Security or Bearer Security for an interest in this
Global Security, have been made:

<TABLE>
<CAPTION>
                                                                Principal Amount at
                   Amount of Decrease    Amount of Increase      Maturity of this          Signature of
                   in Principal Amount   in Principal Amount      Global Security       Authorized Officer
                   at Maturity of this   at Maturity of this     Following such           of Trustee or
Date of Exchange     Global Security       Global Security     decrease (or increase)   Security Custodian
----------------   -------------------   -------------------   ----------------------   ------------------
<S>                <C>                   <C>                   <C>                      <C>



</TABLE>




                                     A1-12
<PAGE>
                                                                      EXHIBIT A2

                                 [Face of Note]

      THIS GLOBAL SECURITY IS HELD BY THE DEPOSITORY (AS DEFINED IN THE
INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 3.6 OF THE INDENTURE, (II) THIS GLOBAL SECURITY
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.14(a) OF THE
INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 3.9 OF THE INDENTURE AND (IV) THIS GLOBAL
SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.

      THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SECURITY, AND
THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFIED SECURITIES,
ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR
THE BENEFICIAL OWNERS OF THIS REGULATIONS S TEMPORARY GLOBAL SECURITY SHALL BE
ENTITLED TO RECEIVE A PAYMENT OF INTEREST HEREON.

      THIS SECURITY AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR THE GUARANTEES ENDORSED HEREON
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY AND
THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY AND THE
GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS SECURITY AND THE
GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS


                                     A2-1
<PAGE>
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E)
PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.








                                      A2-2
<PAGE>
                                                               CUSIP [_________]

No. [___]                                                       **$[_________]**


                                CONSECO, INC.

                   [__]% Guaranteed Senior Notes due [______]

Issue Date: [________]


            Conseco, Inc. Indiana corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for
value received, promises to pay to DTC, or its registered assigns, the
principal sum of [Amount of Note] ($__) on [__________].



Interest Payment Dates: [_______] and [___________], commencing [___________].


Record Dates: [________].


            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.



                                      A2-3
<PAGE>
            IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

                                    CONSECO, INC.

                                          By:_________________________________
                                             Name:
                                             Title:


                                          By:_________________________________
                                             Name:
                                             Title:



This is one of the Guaranteed Senior Notes due [___] described in the within-
mentioned Indenture.




STATE STREET BANK AND TRUST COMPANY

as Trustee

By: __________________________________
          Authorized Signatory




                                      A2-4
<PAGE>
                             [Reverse Side of Note]


                                  CONSECO, INC.

                    [ ]% Guaranteed Senior Notes due [______]

            Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

            1.    Security. This Security shall represent the aggregate
principal amount of outstanding Securities from time to time endorsed hereon.
The aggregate principal amount of outstanding Securities represented hereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of this Security to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Securities
represented hereby shall be made by the Trustee in accordance with instructions
given by the Holder hereof as required by Section 3.14 of the Indenture.

            2.    Interest. The Company promises to pay interest on the
principal amount of this Security at [____]% per annum from the date hereof
until maturity and shall pay the Liquidated Damages, if any, payable pursuant to
Section 5 of the Registration Rights Agreement referred to below. The Company
shall pay interest and Liquidated Damages, if any, semi-annually in arrears on
[________] of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). Interest on the
Securities shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of original issuance;
provided that if there is no existing Default in the payment of interest, and if
this Security is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date; provided further that the first
Interest Payment Date shall be [__]. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.

            3.    Method of Payment. The Company shall pay interest on the
Securities (except defaulted interest) and Liquidated Damages, if any, to the
Persons who are registered Holders of Securities at the close of business on the
[__________] next preceding the Interest Payment Date, even if such Securities
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 3.7(b) of the Indenture with respect to defaulted
interest. The Securities shall be payable as to principal, premium and
Liquidated Damages, if any, and interest at the office or agency of the Company
maintained for such purpose in The City of New York, or, at the option of the
Company, payment of interest and Liquidated Damages, if any, may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of and interest, premium and



                                      A2-5
<PAGE>
Liquidated Damages, if any, on, all Global Securities and all other Securities
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be 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.

            4.    Paying Agent and Registrar. Initially, State Street Bank and
Trust Company, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Restricted Subsidiaries may act in any
such capacity.

            5.    Indenture. The Company issued the Securities under an
Indenture dated as of [______] ("Indenture") among the Company, the Guarantors.
The terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended. The Securities are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. To the extent any
provision of this Security conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. This
Security is an obligation of the Company limited to $[ ] in aggregate principal
amount. [The Indenture pursuant to which this Security is issued provides for
the issuance of Securities with a maximum aggregate principal amount of $[ ]
million.]

            [6.   Optional Redemption. (a) Except as set forth in paragraphs
6(b) and 8 below, the Company shall not have the option to redeem the Securities
prior to [________]. Thereafter, the Company shall have the option to redeem the
Securities, in whole or in part, upon not less than 30 nor more than 60 days'
prior notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Liquidated Damages,
if any, thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on [    ] of the years indicated below (subject to
the right of Holder on the relevant record date to receive interest due on the
related Interest Payment Date):



<TABLE>
<CAPTION>
      Year                                               Percentage
      ----                                               ----------
<S>                                                      <C>
      [   ]........................................       [     ]%
      [   ]........................................       [     ]%
      [   ]........................................       [     ]%
      [   ] and thereafter.........................       100.000%
</TABLE>

            (b)   Notwithstanding the foregoing, at any time prior to [_______],
the Company may redeem up to 35% of the aggregate principal amount of Securities
issued under the Indenture at a redemption price of [____]% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the redemption date, with the net cash proceeds of one or more Equity
Issuances; provided that at least 65% of the aggregate principal amount of
Securities issued under the Indenture remains outstanding immediately after the
occurrence of such redemption (excluding Securities held by the Company and its
Subsidiaries); and such redemption shall occur within 60 days of the date of the
closing of such Equity Issuance.]



                                      A2-6
<PAGE>
            [7.   Mandatory Redemption. The Company shall not be required to
make mandatory redemption payments or sinking fund payments with respect to the
Securities.]

            8.    Selection and Notice of Redemption. If less than all of the
Securities are to be redeemed at any time, the Trustee will select Securities
for redemption as follows: (i) if the Securities are listed, in compliance with
the requirements of the principal national securities exchange on which the
Securities are listed, or (ii) if the Securities are not so listed, on a pro
rata basis, by lot or by any method as the Trustee deems fair and appropriate.
No Securities of $1,000 or less may be redeemed in part. Except as otherwise
provided in the Indenture, notices of redemption will be mailed by first class
mail at least 30 but not more than 60 days before the redemption date to each
Holder to be redeemed at its registered address. Notices of redemption may not
be conditional. If any Security is to be redeemed in part only, the notice of
redemption that relates to that Security will state the portion of the principal
amount thereof to be redeemed. A new Security in principal amount equal to the
unredeemed portion of the original Security will be issued in the name of the
Holder thereof upon cancellation of the original Security. Securities called for
redemption become due on the date fixed for redemption. On and after the
redemption date, interest and Liquidated Damages, if any, cease to accrue on
Securities or portions of them called for redemption.

            [9.   Repurchase at Option of Holder. (a) If there is a Change of
Control, each Holder of Securities will have the right to require the Company to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Securities at a
purchase price equal to 101% of the aggregate principal amount of Securities
repurchased plus accrued and unpaid interest and Liquidated Damages, if any, to
the date of purchase (the "Change of Control Payment"). Within 10 days following
any Change of Control, the Company shall mail a notice to each Holder describing
the transaction or transactions that constitute the Change of Control and
offering to repurchase Securities on the date specified in such notice, which
date shall be no earlier than 30 days and no later than 60 days from the date
such notice is mailed, pursuant to the procedures required by the Indenture and
described in such notice.

            (b)   When the aggregate amount of Excess Proceeds from one or more
Asset Sales exceeds $5.0 million, the Company shall commence an offer ("Asset
Sale Offer") pursuant to Section [___] of the Indenture to all Holders of
Securities, and all holders of other Indebtedness that is pari passu with the
Securities containing provisions similar to those set forth in the Indenture
with respect to offers to purchase with the proceeds of sales of assets, to
purchase the maximum principal amount of Securities and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds. The offer price
in any Asset Sale Offer shall be equal to 100% of principal amount plus accrued
and unpaid interest and Liquidated Damages, if any, to the date of purchase, and
shall be payable in cash, in accordance with the procedures set forth in the
Indenture. If any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company or the Restricted Subsidiary may use such Excess Proceeds for
any purpose not otherwise prohibited by the Indenture. Upon completion of each
Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.]

            10.   Denominations, Transfer, Exchange. The Securities are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of


                                      A2-7
<PAGE>
Securities may be registered and Securities may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company is not required to transfer or exchange
any Security selected for redemption. Also, the Company is not required to
transfer or exchange any Security for a period of 15 days before a selection of
Securities to be redeemed.

            11.   Persons Deemed Owners. The registered Holder of a Security
will be treated as its owner for all purposes.

            12.   Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture or the Securities may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Securities (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Securities), and any existing Default or Event of Default or compliance with any
provision of the Indenture or the Securities may be waived with the consent of
the Holders of a majority in principal of the then outstanding Securities
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, the Securities). Without the consent
of any Holder of a Security, the Indenture or the Securities may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Securities in addition to or in place of Bearer Securities, to
provide for the assumption of the Company's or any Guarantor's obligations to
Holders of the Securities in case of a merger or consolidation or sale of all or
substantially all of the assets of the Company or any Guarantor, to make any
change that would provide any additional rights or benefits to the Holders of
the Securities or that does not adversely affect the legal rights under the
Indenture of any such Holder, or to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act.

            13.   Defaults and Remedies. In the case of an Event of Default, as
defined in the Indenture arising from certain events of bankruptcy or insolvency
with respect to the Company or any of its Significant Subsidiaries, all
outstanding Securities will become due and payable immediately and automatically
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Securities may declare all the Securities to be due and
payable immediately. Holders of the Securities may not enforce the Indenture or
the Securities except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of the Securities notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest or Liquidated Damages, if any) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Securities then outstanding by
notice to the Trustee may, on behalf of the Holders of all of the Securities,
waive any existing Default or Event of Default and its consequences under the
Indenture except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages, if any, on, or the principal of, the Securities.



                                      A2-8
<PAGE>
            [In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by the Company or on their behalf
with the intention of avoiding payment of the premium that the Company would
have had to pay if it then had elected to redeem the Securities pursuant to the
optional redemption provisions of the Indenture, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Securities. If an Event of Default occurs during
any time that the Securities or Guarantees are outstanding, by reason of any
willful action (or inaction) taken (or not taken) by the Company or on its
behalf with the intention of avoiding the prohibition on redemption of the
Securities, then the premium specified in the Indenture shall also become
immediately due and payable to the extent permitted by law upon the acceleration
of the Securities.]

            14.   Trustee Dealings with Company. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

            15.   No Recourse Against Others. No past, present or future
director, officer, employee, incorporator, agent, stockholder or holder of any
Equity Interest of the Company or any of its Subsidiaries, as such, will have
any liability for any of the Company's or any Guarantors' obligations under the
Securities, the Indenture, any Subsidiary Guarantees, the Exchange Securities,
the Registration Rights Agreement or for any claim based on, in respect of, or
by reason of, these obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Securities.

            16.   Authentication. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

            17.   Additional Rights of Holders of Restricted Global Securities
and Restricted Bearer Securities. In addition to the rights provided to Holders
under the Indenture, Holders of Restricted Global Securities and Restricted
Bearer Securities shall have all the rights set forth in the Registration Rights
Agreement dated as of [______], between the Company, the Guarantors and the
parties named on the signature pages thereof or, in the case of Additional
Securities, Holders of Restricted Global Securities and Restricted Bearer
Securities shall have the rights set forth in one or more registration rights
agreements, if any, between the Company, the Guarantors and the other parties
thereto, relating to rights given by the Company and the Guarantors to the
purchasers of Additional Securities (the "Registration Rights Agreement").

            18.   CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Securities and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.



                                      A2-9
<PAGE>
            The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

            Conseco, Inc.
            11825 N. Pennsylvania Street
            Carmel, Indiana 46032
            Attention: General Counsel








                                     A2-10
<PAGE>
                                 ASSIGNMENT FORM

            To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to: ______________________________
                                                  (Insert assignee's legal name)

________________________________________________________________________________
                (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Security on the books of the Company. The agent may substitute
another to act for him.

Date: __________________

                            Your Signature:____________________________________
                                            (Sign exactly as your name appears
                                                on the face of this Note)

Signature Guarantee*: ____________________
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).



                                     A2-11
<PAGE>
                       [OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Security purchased by the Company
pursuant to Section [__] or [__] of the Indenture, check the appropriate box
below:

                         [ ] Section [__]   [ ] Section [__]

            If you want to elect to have only part of the Security purchased by
the Company pursuant to Section [___] or Section [___] of the Indenture, state
the amount you elect to have purchased:

                                 $______________



Date: ________________

                              Your Signature:__________________________________
                                             (Sign exactly as your name appears
                                                 on the face of this Note)

                              Tax Identification No.:___________________________


Signature Guarantee*: _____________________
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).]



                                     A2-12
<PAGE>
       SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL SECURITY

            The following exchanges of a part of this Regulation S Temporary
Global Security for an interest in another Global Security or of other
Restricted Global Securities for an interest in this Regulation S Temporary
Global Security, have been made:

<TABLE>
<CAPTION>
                                                                Principal Amount at
                   Amount of Decrease    Amount of Increase      Maturity of this          Signature of
                   in Principal Amount   in Principal Amount      Global Security       Authorized Officer
                   at Maturity of this   at Maturity of this     Following such           of Trustee or
Date of Exchange     Global Security       Global Security     decrease (or increase)   Security Custodian
----------------   -------------------   -------------------   ----------------------   ------------------
<S>                <C>                   <C>                   <C>                      <C>



</TABLE>





                                     A2-13
<PAGE>
                                                                       EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER

Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46032
Attention: General Counsel


[______________]

            Re: [__]% Guaranteed Senior Notes due 2010

            Reference is hereby made to the Indenture, dated as of April 24,
2002 (the "Indenture"), among Conseco, Inc., a an Indiana corporation (the
"Company"), the Guarantor, and State Street Bank and Trust Company, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

            ___________________ (the "Transferor") owns and proposes to transfer
the Security[ies] or interest in such Security[ies] specified in Annex A hereto,
in the principal amount at maturity of $___________ in such Security[ies] or
interests (the "Transfer"), to ___________________________ (the "Transferee"),
as further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

            1.    Check if Transferee will take delivery of a beneficial
interest in the 144A Global Security or a Bearer Security Pursuant to Rule 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A
under the United States Securities Act of 1933, as amended (the "Securities
Act"), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Bearer Security is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Bearer Security for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Bearer Security will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the 144A Global Security and/or the
Bearer Security and in the Indenture and the Securities Act.

            2.    Check if Transferee will take delivery of a beneficial
interest in the Regulation S Temporary Global Security, the Regulation S
Permanent Global Security or a Bearer Security pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such


                                      B-1
<PAGE>
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903 (a) or Rule 904(a) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Bearer
Security will be subject to the restrictions on Transfer enumerated in the
Private Placement Legend printed on the Regulation S Permanent Global Security,
the Regulation S Temporary Global Security and/or the Bearer Security and in the
Indenture and the Securities Act.

            3.    Check and complete if Transferee will take delivery of a
beneficial interest in the IAI Global Security or a Bearer Security pursuant to
any provision of the Securities Act other than Rule 144A or Regulation S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Securities and
Restricted Bearer Securities and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

            (a)   such Transfer is being effected pursuant to and in accordance
      with Rule 144 under the Securities Act;

                                       or

            (b)   such Transfer is being effected to the Company or a subsidiary
      thereof;

                                       or

            (c)   such Transfer is being effected pursuant to an effective
      registration statement under the Securities Act and in compliance with the
      prospectus delivery requirements of the Securities Act;

                                       or

            (d)   such Transfer is being effected to an Institutional Accredited
      Investor and pursuant to an exemption from the registration requirements
      of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
      Transferor hereby further certifies that it has not engaged in any general
      solicitation within the meaning of Regulation D under the Securities Act
      and the Transfer complies with the transfer restrictions applicable to
      beneficial interests in a Restricted Global Security or Restricted Bearer
      Securities and the requirements of the exemption claimed, which
      certification is supported by (1) a certificate executed by the Transferee
      in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel
      provided by the Transferor or the Transferee (a copy of which the
      Transferor has attached to this certification), to the effect that such
      Transfer is in


                                      B-2
<PAGE>
      compliance with the Securities Act. Upon consummation of the proposed
      transfer in accordance with the terms of the Indenture, the transferred
      beneficial interest or Bearer Security will be subject to the restrictions
      on transfer enumerated in the Private Placement Legend printed on the IAI
      Global Security and/or the Bearer Securities and in the Indenture and the
      Securities Act.

            4.    Check if Transferee will take delivery of a beneficial
interest in an Unrestricted Global Security or of an Unrestricted Bearer
Security.

            (a)   Check if Transfer is Pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Bearer
Security will no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Securities, on
Restricted Bearer Securities and in the Indenture.

            (b)   Check if Transfer is Pursuant to Regulation S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Bearer Security will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Securities, on Restricted Bearer Securities and in the
Indenture.

            (c)   Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Bearer Security will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Securities or Restricted Bearer Securities and in the Indenture.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.

                                    _________________________________________
                                           [Insert Name of Transferor]


                                    By:______________________________________
                                       Name:
                                       Title:

Dated: ________________



                                      B-3
<PAGE>
                       ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:


                            [CHECK ONE OF (a) OR (b)]

            (A)   a beneficial interest in the:

                  (i)   144A Global Security (CUSIP __________); or

                  (ii)  Regulation S Global Security (CUSIP __________); or

                  (iii) IAI Global Security (CUSIP __________); or

            (B)   a Restricted Bearer Security.

2.    After the Transfer the Transferee will hold:


                                   [CHECK ONE]

            (A)   a beneficial interest in the:

                  (i)   144A Global Security (CUSIP __________); or

                  (ii)  Regulation S Global Security (CUSIP __________); or

                  (iii) IAI Global Security (CUSIP __________); or

                  (iv)  Unrestricted Global Security (CUSIP __________); or

            (B)   a Restricted Bearer Security; or

            (C)   an Unrestricted Bearer Security,

in accordance with the terms of the Indenture.



                                      B-4
<PAGE>
                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46032
Attention: General Counsel


            Re: [__]% Guaranteed Senior Notes due [____]

            Reference is hereby made to the Indenture, dated as of [________]
(the "Indenture"), among Conseco, Inc., an Indiana corporation (the "Company"),
the Guarantor and State Street Bank and Trust Company, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

            __________________________ (the "Owner") owns and proposes to
exchange the Security[ies] or interest in such Security[ies] specified herein,
in the principal amount at maturity of $____________ in such Security[ies] or
interests (the "Exchange"). In connection with the Exchange, the Owner hereby
certifies that:

            1.    Exchange of Restricted Bearer Securities or Beneficial
Interests in a Restricted Global Security for Unrestricted Bearer Securities or
Beneficial Interests in an Unrestricted Global Security

            (a)   Check if Exchange is from beneficial interest in a Restricted
Global Security to beneficial interest in an Unrestricted Global Security. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Security for a beneficial interest in an Unrestricted Global Security in
an equal principal amount at maturity, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Securities and pursuant to and in
accordance with the United States Securities Act of 1933, as amended (the
"Securities Act"), (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest in an
Unrestricted Global Security is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

            (1)   Check if Exchange is from beneficial interest in a Restricted
      Global Security to Unrestricted Bearer Security. In connection with the
      Exchange of the Owner's beneficial interest in a Restricted Global
      Security for an Unrestricted Bearer Security, the Owner hereby certifies
      (i) the Bearer Security is being acquired for the Owner's own account
      without transfer, (ii) such Exchange has been effected in compliance with
      the transfer restrictions applicable to the Restricted Global Securities
      and pursuant to and in accordance with the Securities Act, (iii) the
      restrictions on transfer contained in the Indenture and the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act and (iv) the Bearer Security is being


                                      C-1
<PAGE>
      acquired in compliance with any applicable blue sky securities laws of any
      state of the United States.

            (2)   Check if Exchange is from Restricted Bearer Security to
      beneficial interest in an Unrestricted Global Security. In connection with
      the Owner's Exchange of a Restricted Bearer Security for a beneficial
      interest in an Unrestricted Global Security, the Owner hereby certifies
      (i) the beneficial interest is being acquired for the Owner's own account
      without transfer, (ii) such Exchange has been effected in compliance with
      the transfer restrictions applicable to Restricted Bearer Securities and
      pursuant to and in accordance with the Securities Act, (iii) the
      restrictions on transfer contained in the Indenture and the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act and (iv) the beneficial interest is being acquired in
      compliance with any applicable blue sky securities laws of any state of
      the United States.

            (3)   Check if Exchange is from Restricted Bearer Security to
      Unrestricted Bearer Security. In connection with the Owner's Exchange of a
      Restricted Bearer Security for an Unrestricted Bearer Security, the Owner
      hereby certifies (i) the Unrestricted Bearer Security is being acquired
      for the Owner's own account without transfer, (ii) such Exchange has been
      effected in compliance with the transfer restrictions applicable to
      Restricted Bearer Securities and pursuant to and in accordance with the
      Securities Act, (iii) the restrictions on transfer contained in the
      Indenture and the Private Placement Legend are not required in order to
      maintain compliance with the Securities Act and (iv) the Unrestricted
      Bearer Security is being acquired in compliance with any applicable blue
      sky securities laws of any state of the United States.

            2.    Exchange of Restricted Bearer Securities or Beneficial
Interests in Restricted Global Securities for Restricted Bearer Securities or
Beneficial Interests in Restricted Global Securities

            (b)   Check if Exchange is from beneficial interest in a Restricted
      Global Security to Restricted Bearer Security. In connection with the
      Exchange of the Owner's beneficial interest in a Restricted Global
      Security for a Restricted Bearer Security with an equal principal amount
      at maturity, the Owner hereby certifies that the Restricted Bearer
      Security is being acquired for the Owner's own account without transfer.
      Upon consummation of the proposed Exchange in accordance with the terms of
      the Indenture, the Restricted Bearer Security issued will continue to be
      subject to the restrictions on transfer enumerated in the Private
      Placement Legend printed on the Restricted Bearer Security and in the
      Indenture and the Securities Act.

            (b)   Check if Exchange is from Restricted Bearer Security to
beneficial interest in a Restricted Global Security. In connection with the
Exchange of the Owner's Restricted Bearer Security for a beneficial interest in
the [CHECK ONE] > 144A Global Security, > Regulation S Global Security, > IAI
Global Security with an equal principal amount at maturity, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Securities
and pursuant to and in accordance with the Securities Act, and in compliance
with any applicable blue sky securities


                                      C-2
<PAGE>
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Security and in the
Indenture and the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.


                                    _____________________________________
                                         [Insert Name of Transferor]


                                    By:__________________________________
                                       Name:
                                       Title:

Dated: ____________________



                                      C-3
<PAGE>
                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46032
Attention: General Counsel

            Re: [ ]% Guaranteed Senior Notes due [________]

            Reference is hereby made to the Indenture, dated as of [________]
(the "Indenture"), among Conseco, Inc., an Indiana corporation (the "Company"),
the Guarantor and State Street Bank and Trust Company, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

            In connection with our proposed purchase of $____________ aggregate
principal amount at maturity of:

            (a)   >     beneficial interest in a Global Security, or

            (b)   >     a Bearer Security,

            we confirm that:

            1.    We understand that any subsequent transfer of the Securities
or any interest therein is subject to certain restrictions and conditions set
forth in the Indenture and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Securities or any interest therein
except in compliance with, such restrictions and conditions and the United
States Securities Act of 1933, as amended (the "Securities Act").

            2.    We understand that the offer and sale of the Securities have
not been registered under the Securities Act, and that the Securities and any
interest therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Securities or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and an Opinion
of Counsel in form reasonably acceptable to the Company to the effect that such
transfer is in compliance with the Securities Act, (D) outside the United States
in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we
further agree to provide to any person purchasing the Bearer Security or
beneficial interest in a Global Security from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.
<PAGE>
            3.    We understand that, on any proposed resale of the Securities
or beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Securities purchased
by us will bear a legend to the foregoing effect.

            4.    We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Securities,
and we and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.

            5.    We are acquiring the Securities or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

            You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                    _____________________________________
                                     [Insert Name of Accredited Investor]


                                    By:__________________________________
                                       Name:
                                       Title:

Dated: ________________