<PAGE>

                                                                    Exhibit 4(d)

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


                         STANCORP FINANCIAL GROUP, INC.

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,

                                   as Trustee



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



                                    INDENTURE

                             Dated as of July , 2002


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




                          Subordinated Debt Securities



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


<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
         Section of
     Trust Indenture Act                                         Section of
     of 1939, as amended                                         Indenture
     -------------------                                       --------------
<S>                                                               <C>
           310(a) .............................................   7.09
           310(b) .............................................   7.08
                  .............................................   7.10
           310(c) .............................................   Inapplicable
           311(a) .............................................   7.13(a)
           311(b) .............................................   7.13(b)
           311(c) .............................................   Inapplicable
           312(a) .............................................   5.01
           312(b) .............................................   5.02(b)
           312(c) .............................................   5.02(c)
           313(a) .............................................   5.04(a)
           313(b) .............................................   5.04(b)
           313(c) .............................................   5.04(a)
           313(d) .............................................   5.04(c)
           314(a) .............................................   5.03
           314(b) .............................................   Inapplicable
           314(c) .............................................   13.07
           314(d) .............................................   Inapplicable
           314(e) .............................................   13.07
           314(f) .............................................   Inapplicable
           315(a) .............................................   7.01(a)
                  .............................................   7.02
           315(b) .............................................   6.07
           315(c) .............................................   7.01
           315(d) .............................................   7.01(b)
                  .............................................   7.01(c)
           315(e) .............................................   6.08
           316(a) .............................................   6.06
                  .............................................   8.04
           316(b) .............................................   6.04
           316(c) .............................................   8.01
           317(a) .............................................   6.02
           317(b) .............................................   4.09
           318(a) .............................................   13.09
</TABLE>

                                       i

<PAGE>

                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                                     Page
<S>                                                                                                   <C>
Parties ..........................................................................................    1
                                    Recitals:

Purpose of Indenture .............................................................................    1
Compliance with legal requirements ...............................................................    1
Purpose of and consideration for Indenture .......................................................    1

                                   Article One
                                   Definitions

Section 1.01          Certain terms defined; other terms defined in the Trust
                      Indenture Act of 1939, as amended, or by reference therein
                      in the Securities Act of 1933, as amended, to have the
                      meanings assigned therein ..................................................     1

                      Authenticating Agent .......................................................     2

                      Board of Directors .........................................................     2

                      Board Resolution ...........................................................     2

                      Business Day ...............................................................     2

                      Certificate ................................................................     2

                      Commission .................................................................     2

                      Company ....................................................................     2

                      Corporate Trust Office .....................................................     3

                      Custodian ..................................................................     3

                      default ....................................................................     3

                      Depository .................................................................     3

                      Event of Default ...........................................................     3

                      Exchange Act ...............................................................     3

                      Global Security ............................................................     3

                      Governmental Obligations ...................................................     4

                      Indebtedness ...............................................................     4

                      Indenture ..................................................................     4

                      Interest Payment Date ......................................................     4
</TABLE>


________________
* This Table of Contents does not constitute part of the Indenture and should
nothave any bearing upon the interpretation of any of its terms or provisions.

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                      <C>
                      Officers' Certificate ...........................................................  5

                      Opinion of Counsel ..............................................................  5

                      Original Issue Discount Security ................................................  5

                      Outstanding .....................................................................  5

                      Periodic Offering ...............................................................  5

                      Person ..........................................................................  6

                      Predecessor Security ............................................................  6

                      Responsible Officer .............................................................  6

                      Securities Act ..................................................................  6

                      Security or Securities ..........................................................  6

                      Security Register and Security Registrar ........................................  6

                      Securityholder ..................................................................  6

                      Senior Indebtedness .............................................................  6

                      Subsidiary ......................................................................  7

                      Trustee .........................................................................  7

                      Trust Indenture Act .............................................................  8

                      Vice President ..................................................................  8

                      Voting Stock ....................................................................  8

                                               Article Two
                            Issue, Description, Terms, Execution, Registration and
                                        Exchange of Securities

Section 2.01          Designation, terms, amount, authentication and delivery of Securities ...........  8

Section 2.02          Form of Securities and Trustee's Certificate .................................... 10

Section 2.03          Date and denominations of Securities, and provisions for
                      payment of principal, premium and interest ...................................... 10

Section 2.04          Execution of Securities ......................................................... 12

Section 2.05          Exchange of Securities .......................................................... 13

                      (a) Registration and transfer of Securities ..................................... 13

                      (b) Securities to be accompanied by proper instruments of transfer .............. 13

                      (c) Charges upon exchange, transfer or registration of Securities ............... 14

                      (d) Restrictions on transfer or exchange at time of redemption .................. 14

Section 2.06          Temporary Securities ............................................................ 14

Section 2.07          Mutilated, destroyed, lost or stolen Securities ................................. 14

Section 2.08          Cancellation of surrendered Securities .......................................... 15
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                               <C>
Section 2.09     Provisions of Indenture and Securities for sole benefit of
                 parties and Securityholders ....................................................   15

Section 2.10     Appointment of Authenticating Agent ............................................   15

Section 2.11     Global Security ................................................................   16

Section 2.12     CUSIP Numbers ..................................................................   18

                                            Article Three
                          Redemption of Securities and Sinking Fund Provisions

Section 3.01     Redemption of Securities .......................................................   19

Section 3.02     (a) Notice of Redemption .......................................................   19

                 (b) Selection of Securities in case less than all Securities to
                 be redeemed ....................................................................   19

Section 3.03     (a) When Securities called for redemption become due and
                 payable ........................................................................   20

                 (b) Receipt of new Security upon partial payment ...............................   20

Section 3.04     Sinking Fund for Securities ....................................................   20

Section 3.05     Satisfaction of Sinking Fund Payments with Securities ..........................   21

Section 3.06     Redemption of Securities for Sinking Fund ......................................   21

                                             Article Four
                                  Particular Covenants of the Company

Section 4.01     Payment of principal of (and premium, if any) and interest on
                 Securities .....................................................................   21

Section 4.02     Maintenance of office or agency for payment of Securities,
                 designation of office or agency for payment, registration,
                 transfer and exchange of Securities ............................................   21

Section 4.03     (a) Duties of paying agent .....................................................   22

                 (b) Company as paying agent ....................................................   22

                 (c) Holding sums in trust ......................................................   23

Section 4.04     Annual reports to Trustee ......................................................   23

Section 4.05     Maintenance of existence, rights and franchises ................................   23

Section 4.06     Payment of taxes, assessments and governmental charges .........................   23

Section 4.07     Prohibition of liens on stock of Standard Insurance Company ....................   23

Section 4.08     Prohibition of sale of stock of Standard Insurance Company .....................   24

Section 4.09     Appointment to fill vacancy in office of Trustee ...............................   24

Section 4.10     Restriction on consolidation, merger or sale ...................................   24
</TABLE>

                                       iv

<PAGE>

<TABLE>
<CAPTION>
                                            Article Five
                  Securityholders' Lists and Reports by the Company and the Trustee
<S>                                                                                               <C>
Section 5.01     Company to furnish Trustee information as to names and
                 addresses of Securityholders ..................................................   24

Section 5.02     (a) Trustee to preserve information as to names and addresses
                 of Securityholders received by it in capacity of paying agent .................   25

                 (b) Trustee may destroy list of Securityholders on certain
                 conditions ....................................................................   25

                 (c) Trustee to make information as to names and addresses of
                 Securityholders available to "applicants" or mail
                 communications to Securityholders in certain circumstances ....................   25

                 (d) Procedure if Trustee elects not to make information
                 available to applicants .......................................................   25

                 (e) Company and Trustee not accountable for disclosure of
                 information ...................................................................   26

Section 5.03     (a) Annual and other reports to be filed by Company with
                 Trustee .......................................................................   26

                 (b) Additional information and reports to be filed with Trustee
                 and Securities and Exchange Commission ........................................   26

                 (c) Summaries of information and reports to be transmitted by
                 Company to Securityholders ....................................................   26

Section 5.04     (a) Trustee to transmit annual report to Securityholders ......................   27

                 (b) Trustee to transmit certain further reports to
                 Securityholders ...............................................................   27

                 (c) Copies of reports to be filed with stock exchanges and
                 Securities and Exchange Commission ............................................   28

                                            Article Six
                  Remedies of the Trustee and Securityholders Upon Event of Default

Section 6.01     (a) Events of Default defined .................................................   28

                 (b) Acceleration of maturity upon Event of Default ............................   29

                 (c) Waiver of default and rescission of declaration of maturity ...............   30

                 (d) Restoration of former position and rights upon curing
                 default .......................................................................   30

Section 6.02     (a) Covenant of Company to pay to Trustee whole amount due on
                 Securities on default in payment of interest or principal (and
                 premium, if any) ..............................................................   30

                 (b) Trustee may recover judgment for whole amount due on
                 Securities on failure of Company to pay .......................................   30

                 (c) Filing of proof of claim by Trustee in bankruptcy,
                 reorganization or receivership proceeding .....................................   31
</TABLE>

                                        v

<PAGE>

<TABLE>
<S>                                                                                              <C>
                 (d)  Rights of action and of asserting claims may be enforced
                 by Trustee without possession of Securities ...................................   31

Section 6.03     Application of moneys collected by Trustee ....................................   32

Section 6.04     Limitation on suits by holders of Securities ..................................   32

Section 6.05     (a)  Remedies cumulative ......................................................   33

                 (b)  Delay or omission in exercise of rights not waiver of
                 default .......................................................................   33

Section 6.06     Rights of holders of majority in principal amount of Securities
                 to direct Trustee and to waive defaults .......................................   33

Section 6.07     Trustee to give notice of defaults known to it, but may
                 withhold in certain circumstances .............................................   33

Section 6.08     Requirements of an undertaking to pay costs in certain suits
                 under Indenture or against Trustee ............................................   34

                                            Article Seven
                                       Concerning the Trustee

Section 7.01     (a)  Upon Event of Default occurring and continuing, Trustee
                 shall exercise powers vested in it, and use same degree of care
                 and skill in their exercise, as prudent individual would use ..................   34

                 (b)  Trustee not relieved from liability for negligence or
                 willful misconduct except as provided in this section .........................   34

                 (1)  Prior to Event of Default and after the curing of all
                 Events of Default which may have occurred .....................................   35

                 (i)  Trustee not liable except for performance of duties
                 specifically set forth ........................................................   35

                 (ii) In absence of bad faith, Trustee may conclusively
                 rely on certificates or opinions furnished it hereunder,
                 subject to duty to examine the same if specifically
                 required to be furnished to it ................................................   35

                 (2)  Trustee not liable for error of judgment made in good
                 faith by Responsible Officer unless Trustee negligent .........................   35

                 (3)  Trustee not liable for action or non-action in accordance
                 with direction of holders of majority in principal amount of
                 Securities ....................................................................   35

                 (4)  Trustee need not expend own funds without adequate
                 indemnity .....................................................................   35

                 (c)  Provisions regarding liability of Trustee subject to
                 Section 7.01 ..................................................................   35

Section 7.02     Subject to provisions of Section 7.01: ........................................   35

                 (a)  Trustee may rely on documents believed genuine and
                 properly signed or presented ..................................................   35

                 (b)  Sufficient evidence by certain instruments provided for ..................   36
</TABLE>

                                       vi

<PAGE>

<TABLE>
<S>                                                                                         <C>
               (c) Trustee may consult with counsel and act on advice or
               Opinion of Counsel ........................................................   36

               (d) Trustee may require indemnity from Securityholders ....................   36

               (e) If an Event of Default has occurred, Trustee is under no
               obligation to follow directions of Company if it would not be in
               the best interest of Securityholders ......................................   36

               (f) Trustee not liable for actions in good faith believed to be
               authorized ................................................................   36

               (g) Trustee not bound to make investigation ...............................   36

               (h) Trustee may perform duties directly or through agents or
               attorneys .................................................................   37

               (i) Application for Instructions ..........................................   37

Section 7.03   (a) Trustee not liable for recitals in Indenture or in Securities .........   37

               (b) No representations by Trustee as to validity of Indenture or
               of Securities .............................................................   37

               (c) Trustee not accountable for use of Securities or proceeds .............   37

               (d) Trustee not responsible for disclosure materials ......................   37

Section 7.04   Trustee, paying agent or Security Registrar may own Securities ............   37

Section 7.05   Moneys received by Trustee to be held in trust without interest ...........   37

Section 7.06   (a) Trustee entitled to compensation, reimbursement and indemnity .........   37

               (b) Obligations to Trustee to be secured by claim prior to
               Securities ................................................................   38

               (c) Services in connection with Event of Default ..........................   38

Section 7.07   Right of Trustee to rely on certificate of officers of Company
               where no other evidence specifically prescribed ...........................   38

Section 7.08   Trustee acquiring conflicting interest to eliminate conflict or
               resign ....................................................................   38

Section 7.09   Requirements for eligibility of Trustee ...................................   38

Section 7.10   (a) Resignation of Trustee and appointment of successor ...................   39

               (b) Removal of Trustee by Company or by court on Securityholders'
               application ...............................................................   39

               (c) Removal of Trustee by holders of majority in principal
               amount of Securities ......................................................   40

               (d) Time when resignation or removal of Trustee effective .................   40

               (e) One Trustee for each series ...........................................   40

Section 7.11   (a) Acceptance by successor to Trustee ....................................   40

               (b) Trustee with respect to less than all series ..........................   40

               (c) Company to confirm Trustee's rights ...................................   41

               (d) Successor Trustee to be qualified .....................................   41
</TABLE>


                                       vii

<PAGE>

<TABLE>
<S>                                                                                             <C>
                (e) Notice of succession .....................................................    41

Section 7.12    Successor to Trustee by merger, consolidation or succession to
                business .....................................................................    41

Section 7.13    Limitations on rights of Trustee as a creditor to obtain payment
                of certain claims ............................................................    41

                                                Article Eight
                                      Concerning the Securityholders

Section 8.01    Evidence of action by Securityholders ........................................    42

Section 8.02    Proof of execution of instruments and of holding of Securities ...............    42

Section 8.03    Who may be deemed owners of Securities .......................................    42

Section 8.04    Securities owned by Company or controlled or controlling
                companies disregarded for certain purposes ...................................    43

Section 8.05    Instruments executed by Securityholders bind future holders ..................    43

                                                Article Nine
                                          Supplemental Indentures

Section 9.01    Purposes for which supplemental indenture may be entered into
                without consent of Securityholders ...........................................    43

Section 9.02    Modification of Indenture with consent of Securityholders ....................    45

Section 9.03    Effect of supplemental indentures ............................................    46

Section 9.04    Securities may bear notation of changes by supplemental
                indentures ...................................................................    46

Section 9.05    Opinion of Counsel ...........................................................    46

                                                 Article Ten
                                      Consolidation, Merger and Sale

Section 10.01   Consolidations or mergers of Company and sales or conveyances
                of property of Company permitted .............................................    46

Section 10.02   (a) Rights and duties of successor company ...................................    47

                (b) Appropriate changes may be made in phraseology and form of
                Securities ...................................................................    47

                (c) Company may consolidate or merge into itself or acquire
                properties of other corporations .............................................    47

Section 10.03   Opinion of Counsel ...........................................................    47

                                              Article Eleven
                          Satisfaction and Discharge of Indenture; Unclaimed Moneys

Section 11.01   Satisfaction and discharge of Indenture ......................................    48

Section 11.02   Discharge of Company's Obligations ...........................................    48

Section 11.03   Opinion of Counsel ...........................................................    49
</TABLE>


                                      viii

<PAGE>

<TABLE>
<S>                <C>                                                                                    <C>
Section 11.04      Application by Trustee of funds deposited for payment of Securities ................   49

Section 11.05      Repayment of moneys held by paying agent ...........................................   49

Section 11.06      Repayment of moneys held by Trustee ................................................   49

                                              Article Twelve
                      Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01      Incorporators, stockholders, officers and directors of Company exempt
                   from individual liability ..........................................................   50

                                              Article Thirteen
                                          Miscellaneous Provisions

Section 13.01      Successors and assigns of Company bound by Indenture ...............................   50

Section 13.02      Acts of board, committee or officer of successor company valid .....................   50

Section 13.03      Required notices or demands may be served by mail ..................................   50

Section 13.04      Indenture and Securities to be construed in accordance with laws of the
                   State of New York ..................................................................   51

Section 13.05      (a) Officers' Certificate and Opinion of Counsel to be furnished upon
                   applications or demands by Company .................................................   51

                   (b) Statements to be included in each certificate or opinion with respect
                   to compliance with condition or covenant ...........................................   51

Section 13.06      Payments due on Sundays or holidays ................................................   51

Section 13.07      Provisions required by Trust Indenture Act of 1939 to control ......................   51

Section 13.08      Indenture may be executed in counterparts ..........................................   52

Section 13.09      Separability of Indenture provisions ...............................................   52

Section 13.10      No assignment of Indenture .........................................................   52

                                              Article Fourteen
                                         Subordination of Securities

Section 14.01      Securities subordinated to Senior Indebtedness .....................................   52

Section 14.02      Prohibition of payments on Securities when Senior Indebtedness in default ..........   52

Section 14.03      Payments or distribution of assets upon dissolution, winding-up, liquidation
                   or reorganization of the Company ...................................................   52

Section 14.04      Rights of holders of Securities subrogated to rights of holders of Senior
                   Indebtedness; no impairment of rights of holders of Securities to payment ..........   54

Section 14.05      Trustee authorized and directed by holders to effectuate subordination .............   54
</TABLE>

                                       ix

<PAGE>

<TABLE>
<S>              <C>                                                              <C>
Section 14.06    Company to notify Trustee of facts prohibiting
                 payments with respect to Securities; Trustee entitled to
                 rely on certain notices from holders of Senior
                 Indebtedness ..................................................  55

Section 14.07    Trustee entitled to rights as holder of Senior Indebtedness
                 and undertakes only specified obligations .....................  55

Section 14.08    Holders of Senior Indebtedness not prejudiced by acts or
                 failures to act by Company or by acts or failures to acts, in
                 good faith, by holders of Senior Indebtedness .................  56

Acceptance of Trust by Trustee .................................................  56

Testimonium ....................................................................  56

Signatures .....................................................................  56
</TABLE>

                                        x

<PAGE>


         THIS INDENTURE, dated as of the _____ day of July, 2002, between
STANCORP FINANCIAL GROUP, INC., a corporation duly organized and existing under
the laws of the State of Oregon (hereinafter sometimes referred to as the
"Company"), and U.S. Bank National Association, a national banking association,
as trustee (hereinafter sometimes referred to as the "Trustee"):

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of debt securities (hereinafter referred to as the "Securities") in an
unlimited aggregate principal amount, to be issued from time to time in one or
more series as in this Indenture provided, as registered Securities without
coupons, to be authenticated by the certificate of the Trustee;

         WHEREAS, to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture;

         WHEREAS, the Securities and the certificate of authentication to be
borne by the Securities (the "Certificate of Authentication") are to be
substantially in such forms as may be approved by the Board of Directors (as
defined below) or set forth in any indenture supplemental to this Indenture; and

         WHEREAS, all acts and things necessary to make the Securities issued
pursuant hereto, when executed by the Company and authenticated and delivered by
the Trustee as in this Indenture provided, the valid, binding and legal
obligations of the Company, and to constitute these presents a valid indenture
and agreement according to its terms, have been done and performed or will be
done and performed prior to the issuance of the Securities, and the execution of
this Indenture and the issuance hereunder of the Securities have been or will be
prior to issuance in all respects duly authorized, and the Company, in the
exercise of the legal right and power in it vested, executes this Indenture and
proposes to make, execute, issue and deliver the Securities;

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the
Securities are and are to be authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of the Securities
by the holders thereof and of the sum of one dollar ($1.00) to it duly paid by
the Trustee at the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee, for the equal
and proportionate benefit (subject to the provisions of this Indenture) of the
respective holders from time to time of the Securities or of any series thereof,
without any discrimination, preference or priority of any one Security over any
other by reason of priority in the time of issue, sale or negotiation thereof,
or otherwise, except as provided herein, as follows:

                                   Article One
                                   Definitions

         Section 1.01 The terms defined in this Section (except as in this
Indenture otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture,

                                        1

<PAGE>

any Board Resolution and any indenture supplemental hereto shall have the
respective meanings specified in this Section. All other terms used in this
Indenture which are defined in the Trust Indenture Act, or which are by
reference in the Trust Indenture Act defined in the Securities Act, (except as
herein otherwise expressly provided or unless the context otherwise requires),
shall have the meanings assigned to such terms in the Trust Indenture Act and in
the Securities Act as in force at the date of the execution of this instrument.

Authenticating Agent:

The term "Authenticating Agent" means an authenticating agent with respect to
all or any of the series of Securities, as the case may be, appointed with
respect to all or any series of the Securities, as the case may be, by the
Trustee pursuant to Section 2.10.

Board of Directors:

The term "Board of Directors" means the Board of Directors of the Company, or
any committee of such Board duly authorized to act on behalf thereof hereunder.

Board Resolution:

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

Business Day:

The term "Business Day" means any day other than Saturday, Sunday or a day on
which banking institutions in the Borough of Manhattan, the City and State of
New York, or St. Paul, Minnesota are authorized to close.

Certificate:

The term "Certificate" means a certificate signed by the principal executive
officer, principal financial officer or principal accounting officer of the
Company. The Certificate need not comply with the provisions of Section 13.05.

Commission:

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

Company:

The term "Company" means StanCorp Financial Group, Inc., a corporation duly
organized and existing under the laws of the State of Oregon, and, subject to
the provisions of Article Ten, also includes its successors and assigns.

                                       2

<PAGE>

Corporate Trust Office:

The term "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Indenture is
located at 555 SW Oak Street, PL-6, Portland, Oregon 97204; provided, however,
that with respect to payments on the Securities and any exchange, transfer,
tender or surrender of the Securities, "Corporate Trust Office" means the office
of the Trustee at U.S. Bank, N.A., 180 East 5/th/ Street, St. Paul, Minnesota
55101 or such other or additional offices as may be specified by the Trustee.

Custodian:

The term "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator, custodian or similar official under the Federal Bankruptcy Code or
other similar applicable federal or state law.

default:

The term "default" means any event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default.

Depository:

The term "Depository" means, with respect to Securities of any series for which
the Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency or any successor registered as a clearing agency under the Exchange Act,
or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.01 or 2.11.

Event of Default:

The term "Event of Default" means, with respect to Securities of a particular
series, any event specified in Section 6.01(a), continued for the period of
time, if any, therein designated.

Exchange Act:

The term "Exchange Act" means the Securities Exchange Act of 1934, as amended.

Global Security:

The term "Global Security" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depository
or pursuant to the Depository's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depository or its
nominee.

                                       3

<PAGE>

Governmental Obligations:

The term "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America 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 of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such 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 specific payment of principal of or interest on the Governmental
Obligation evidenced by such depository receipt.

Indebtedness:

The term "Indebtedness" means, with respect to any Person, the principal of and
premium, if any, and interest due on indebtedness of such Person, whether
outstanding on the date of this Indenture or thereafter created, incurred or
assumed, which is (a) indebtedness for money borrowed, and (b) any amendments,
renewals, extensions, modifications and refundings of any such indebtedness. For
the purposes of this definition, "indebtedness for money borrowed" means (i) any
obligation of, or any obligation guaranteed by, such Person for the repayment of
borrowed money, whether or not evidenced by bonds, debentures, notes or other
written instruments, (ii) any obligation of, or any such obligation guaranteed
by, such Person evidenced by bonds, debentures, notes or similar written
instruments, including obligations assumed or incurred in connection with the
acquisition of property, assets or businesses (provided, however, that the
deferred purchase price of any other business or property or assets shall not be
considered Indebtedness if the purchase price thereof is payable in full within
90 days from the date on which such indebtedness was created), and (iii) any
obligations of such Person as lessee under leases required to be capitalized on
the balance sheet of the lessee under generally accepted accounting principles
and leases of property or assets made as part of any sale and lease-back
transaction to which such Person is a party.

Indenture:

The term "Indenture" means this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented. The
term "Indenture" shall also include the terms of a particular series of
Securities established as contemplated by Section 2.01.

Interest Payment Date:

The term "Interest Payment Date" means, when used with respect to any
installment of interest on a Security of a particular series, the date specified
in such Security, a Board Resolution or an

                                       4

<PAGE>

indenture supplemental hereto with respect to that series as the fixed date on
which an installment of interest with respect to Securities of that series is
due and payable.

Officers' Certificate:

The term "Officers' Certificate" means a certificate signed by the Chief
Executive Officer, the President or Treasurer and by the Controller, an
Assistant Controller or an Assistant Treasurer of the Company. Each such
certificate shall include the statements provided for in Section 13.05, if and
to the extent required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be counsel for the Company, reasonably acceptable to the
Trustee. Each such opinion shall include the statements provided for in Section
13.05, if and to the extent required by the provisions thereof.

Original Issue Discount Security:

The term "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the maturity thereof pursuant to Section
6.01(b).

Outstanding:

The term "outstanding" means, when used with reference to Securities of any
series, subject to the provisions of Section 8.04, as of any particular time,
all Securities of that series theretofore authenticated and delivered by the
Trustee under this Indenture, except (a) Securities theretofore canceled by the
Trustee, or delivered to the Trustee for cancellation or which have previously
been canceled; (b) Securities or portions thereof for the payment or redemption
of which moneys or Governmental Obligations in the necessary amount shall have
been deposited in trust with the Trustee or with any paying agent (other than
the Company) or shall have been set aside and segregated in trust by the Company
(if the Company shall act as its own paying agent); provided, however, that if
such Securities or portions of such Securities are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as in Article
Three provided, or provision satisfactory to the Trustee shall have been made
for giving such notice; (c) Securities in lieu of or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.07; and (d) Securities paid pursuant to Section 2.07.

Periodic Offering:

The term "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 thereon or formula for determining the
rate or rates of interest thereon, if any, the maturity or maturities thereof
and the redemption provisions, if any, with respect thereto, are to be
determined by the Company upon the issuance of such Securities.

                                       5

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Person:

The term "Person" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.

Predecessor Security:

The term "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by that
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

Responsible Officer:

The term "Responsible Officer" means, when used with respect to the Trustee, the
chairman of the board of directors, president, any vice president, secretary,
treasurer, any senior trust officer, any trust officer, any corporate trust
officer or any other officer or assistant 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 or her knowledge of and familiarity with the particular
subject.

Securities Act:

The term "Securities Act" means the Securities Act of 1933, as amended.

Security or Securities:

The term "Security" or "Securities" means any Security or Securities, as the
case may be, authenticated and delivered under this Indenture.

Security Register and Security Registrar:

The terms "Security Register" and "Security Registrar" have the respective
meanings set forth in Section 2.05(b).

Securityholder:

The term "Securityholder," "holder of Securities," "registered holder" or other
similar term means the person or persons in whose name or names a particular
Security shall be registered on the books of the Company kept for that purpose
in accordance with the terms of this Indenture.

Senior Indebtedness:

The term "Senior Indebtedness," unless otherwise specified in one or more
indentures supplemental hereto or approved pursuant to a Board Resolution in
accordance with Section 2.01, means, with respect to the Company, (i) the
principal (including redemption

                                       6

<PAGE>

payments), premium, if any, interest and other payment obligations in respect of
(A) indebtedness of the Company for money borrowed and (B) indebtedness
evidenced by securities, debentures, bonds, notes or other similar instruments
issued by the Company, including any such securities issued under any deed,
indenture or other instrument to which the Company is a party (including, for
the avoidance of doubt, indentures pursuant to which subordinated debentures
have been or may be issued); (ii) all capital lease obligations of the Company;
(iii) all obligations of the Company issued or assumed as the deferred purchase
price of property, all conditional sale obligations of the Company, all hedging
agreements and agreements of a similar nature thereto and all agreements
relating to any such agreements, and all obligations of the Company under any
title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of the Company for
reimbursement on any letter of credit, banker's acceptance, security purchase
facility or similar credit transaction; (v) all obligations of the type referred
to in clauses (i) through (iv) above of other Persons for the payment of which
the Company is responsible or liable as obligor, guarantor or otherwise; (vi)
all obligations of the type referred to in clauses (i) through (v) above of
other Persons secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed by the Company) and (vii) any
deferrals, amendments, renewals, extensions, modifications and refundings of all
obligations of the type referred to in clauses (i) through (vi) above, in each
case whether or not contingent and whether outstanding at the date hereof or
thereafter incurred, except, in each case, for the Securities and any such other
indebtedness or deferral, amendment, renewal, extension, modification or
refunding that contains express terms, or is issued under a deed, indenture or
other instrument, which contains express terms, providing that it is subordinate
to or ranks pari passu with the Securities. Such Senior Indebtedness shall
continue to be Senior Indebtedness and be entitled to the benefits of the
subordination provisions of this Indenture irrespective of any amendment,
modification or waiver of any term of such Senior Indebtedness and
notwithstanding that no express written subordination agreement may have been
entered into between the holders of such Senior Indebtedness and the Trustee or
any of the holders of the Securities.

Subsidiary:

The term "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner.

Trustee:

The term "Trustee" means U.S. Bank National Association and, subject to the
provisions of Article Seven, shall also include its successors and assigns, and
if at any time there is more than one person acting in such capacity hereunder,
"Trustee" means each such person. The term "Trustee" as used with respect to a
particular series of the Securities means the trustee with respect to that
series.

                                       7

<PAGE>

Trust Indenture Act:

The term "Trust Indenture Act," subject to the provisions of Sections 9.01 and
9.02, means the Trust Indenture Act of 1939, as amended and in effect at the
date of execution of this Indenture.

Vice President:

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

Voting Stock:

The term "Voting Stock," as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares,
interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.

                                   Article Two
                      Issue, Description, Terms, Execution,
                     Registration and Exchange of Securities

         Section 2.01  The aggregate  principal amount of Securities which may
be authenticated  and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series up to the aggregate
principal amount of Securities of that series from time to time authorized by or
pursuant to a Board Resolution or pursuant to one or more indentures
supplemental hereto, prior to the initial issuance of Securities of a particular
series. Prior to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution delivered to the Trustee,
and set forth or determined in the manner provided in an Officers' Certificate
delivered to the Trustee, or established in one or more indentures supplemental
hereto:

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

                 (2)   any limit upon the aggregate principal amount of the
         Securities of that series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, in exchange for or in lieu of other
         Securities of that series); provided, however, that, notwithstanding
         this Section 2.01(2) or any other provision hereof, and unless
         otherwise expressly provided with respect to a series of Securities,
         the aggregate principal amount of a series of Securities may be
         increased and additional Securities of such series may be issued up to
         the maximum aggregate principal amount authorized with respect to such
         series as increased;

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

                                       8

<PAGE>

                  (4)  the rate or rates at which the  Securities of that series
         shall bear  interest or the manner of  calculation of such rate or
         rates, if any;

                  (5)  the date or dates from which such interest shall accrue,
         the Interest Payment Dates on which such interest will be payable or
         the manner of determination of such Interest Payment Dates and the
         record date for the determination of holders to whom interest is
         payable on any such Interest Payment Dates;

                  (6)  the period or periods within which, the price or prices
         at which and the terms and conditions upon which Securities of that
         series may be redeemed, in whole or in part, at the option of the
         Company;

                  (7)  the obligation, if any, of the Company to redeem or
         purchase Securities of that series pursuant to any sinking fund or
         analogous provisions (including payments made in cash in anticipation
         of future sinking fund obligations) or at the option of a holder
         thereof and the period or periods within which, the price or prices at
         which and the terms and conditions upon which, Securities of that
         series shall be redeemed or purchased, in whole or in part, pursuant to
         such obligation;

                  (8)  the form of the Securities of that series, including the
         form of the Certificate of Authentication for that series;

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

                  (10) the rights of conversion, if any, of the Securities into
         other securities of the Company and the terms and conditions on which
         the Securities may be so converted;

                  (11) whether the Securities are issuable as a Global Security
         and, in such case, the identity of the Depository for that series; and

                  (12) any and all other terms with respect to that series
         (which terms shall not be inconsistent with the terms of this
         Indenture), including without limitation that the Securities shall be
         authenticated and delivered by the Trustee from time to time upon
         telephonic or written order of persons designated in any such Board
         Resolution or Officers' Certificate or in any indenture supplemental
         hereto (telephonic instructions to be promptly confirmed in writing by
         such person) and that such persons are authorized to determine,
         consistent with such Board Resolution, Officers' Certificate or
         indenture supplemental hereto, such terms and conditions of the
         Securities of such series as are specified in such Board Resolution,
         Officers' Certificate, or any indenture supplemental hereto.

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to any such Board Resolution or in any indenture supplemental hereto.

         If any of the terms of that series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary of

                                       9

<PAGE>

the Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of that series.

         Section 2.02  The Securities of any series and the Certificate of
Authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution and as set forth in an Officers' Certificate,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which Securities of that series may be listed, or to
conform to usage.

         Section 2.03  The Securities shall be issuable as registered Securities
and in denominations of $1,000 or any integral multiple thereof, subject to
Section 2.01(9). The Securities of a particular series shall bear interest
payable on the dates and at the rate or rates specified with respect to that
series. The principal of and the interest on the Securities of any series, as
well as any premium thereon in case of redemption thereof prior to maturity,
shall be payable in the coin or currency of the United States of America which
at the time is legal tender for public and private debt, at the office or agency
of the Company maintained for that purpose in the City of St. Paul, Minnesota
(which, unless changed, shall be the Corporate Trust Office of the Trustee). At
the Company's option, payments on the Securities of any series may also be made
(i) by checks mailed on the relevant payment date by the Trustee to the holders
entitled thereto at their registered addresses or (ii) to a holder of $1,000,000
or more in aggregate principal amount of the Securities of a series who has
delivered a written request to the Trustee at least 14 days prior to the
relevant payment date electing to have payments made by wire transfer to a
designated account in the United States, by wire transfer of immediately
available funds to such designated account; provided that, in either case, the
payment of principal with respect to any Security will be made only upon
surrender of that Security to the Trustee. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months and, for any period shorter
than a full calendar month, on the basis of the actual number of days elapsed in
such period.

         Except as otherwise provided with respect to a particular series of
Securities, the interest installment on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series 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 installment. In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest Payment Date,
interest on that Security will be paid upon presentation and surrender of that
Security as provided in Section 3.03.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for Securities of the
same series (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered holder on the relevant regular

                                       10

<PAGE>

record date by virtue of having been such holder; and such Defaulted Interest
shall be paid by the Company, at its election, as provided in clause (1) or
clause (2) below:

                  (1)  The Company may make payment of any Defaulted Interest on
         Securities to the persons in whose names such 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 notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each such Security and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a special record date
         for the payment of such Defaulted Interest which shall not be more than
         15 nor 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 Securityholder at his, her or its address as
         it appears in the Security Register (as hereinafter defined), 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 mailed as aforesaid, such Defaulted Interest shall be paid
         to the persons in whose names such Securities (or their respective
         Predecessor Securities) are registered on such special record date and
         shall be no longer payable pursuant to the following clause (2).

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

         Unless otherwise set forth in a Board Resolution or one or more
indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term "regular record date" as
used in this Section with respect to a series of Securities with respect to any
Interest Payment Date for that series shall mean either the 15th day of the
month immediately preceding the month in which an Interest Payment Date
established for that series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the 15th day of a month, whether or not such date is a Business
Day.

         Subject to the foregoing provisions of this Section, each Security of a
series delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Security of such

                                       11

<PAGE>

series shall carry the rights to interest accrued and unpaid, and to accrue,
that were carried by such other Security.

         Section 2.04  The Securities shall, subject to the provisions of
Section 2.06, be printed on steel engraved borders or fully or partially
engraved, or legibly typed, as the proper officers of the Company may determine,
and shall be signed on behalf of the Company by its Chief Executive Officer or
President and attested by its Secretary or one of its Assistant Secretaries. The
signature of the Chief Executive Officer or President and/or the signature of
the Secretary or an Assistant Secretary upon the Securities may be in the form
of a facsimile signature of a present or any future Chief Executive Officer or
President and of a present or any future Secretary or Assistant Secretary and
may be imprinted or otherwise reproduced on the Securities and for that purpose
the Company may use the facsimile signature of any person who shall have been a
Chief Executive Officer or President, or of any person who shall have been a
Secretary or an Assistant Secretary, notwithstanding the fact that at the time
the Securities shall be authenticated and delivered or disposed of that person
shall have ceased to be the Chief Executive Officer or President, or the
Secretary or an Assistant Secretary, of the Company, as the case may be.

         Only such Securities as shall bear thereon a Certificate of
Authentication substantially in the form established for such Securities,
executed manually by an authorized officer of the Trustee, or by any
Authenticating Agent with respect to such Securities, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate executed by the Trustee, or by any Authenticating Agent appointed by
the Trustee with respect to such Securities, upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by its
Chief Executive Officer or President and by its Treasurer or Assistant
Treasurer, Controller or Assistant Controller, and the Trustee in accordance
with such written 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 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 by or pursuant to such written order delivered to
the Trustee prior to the time of the first authentication of Securities of such
series.

         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 7.01) shall be
fully protected in relying upon, (i) an Opinion of Counsel and (ii) an Officers'
Certificate, each stating that the form and terms thereof have been established
in conformity with the provisions of this Indenture or, in the case of a
Periodic Offering, the form or forms thereof and the manner of determining the
terms thereof have been established in conformity with the provisions of the
Indenture. Each Opinion of Counsel and Officers'

                                       12

<PAGE>

Certificate delivered pursuant to this Section 2.04 shall include all statements
prescribed by Section 13.05(b) hereof. Such Opinion of Counsel shall also be to
the effect that when such Securities have been executed by the Company and
authenticated by the Trustee in accordance with the provisions of this Indenture
and delivered to and duly paid for by the purchasers thereof, they will be valid
and legally binding obligations of the Company, enforceable in accordance with
their terms (subject to customary exceptions) and will be entitled to the
benefits of this Indenture.

         Notwithstanding the provisions of Section 2.01 and of the preceding two
paragraphs, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Board Resolution, Officers'
Certificate, written order or Opinion of Counsel otherwise required pursuant to
such Section or paragraphs at or prior to the authentication of each Security of
such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

         The Trustee shall not be required to authenticate such Securities if
the issue of such Securities pursuant to this Indenture will, in the good faith
judgment of the Trustee, affect the Trustee's own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner that is not
reasonably acceptable to the Trustee.

         Section 2.05 (a) Securities of any series may be exchanged upon
presentation thereof at the office or agency of the Company designated for such
purpose in the City of St. Paul, Minnesota, for other Securities of such series
and tenor of authorized denominations, and for a like aggregate principal
amount, upon payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, all as provided in this Section. In respect of any
Securities so surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in exchange therefor
the Security or Securities of the same series and tenor which the Securityholder
making the exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding.

         (b)  The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in the City of St. Paul, Minnesota, or such
other location designated by the Company, a register (herein referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall register the Securities and the transfers of
Securities as in this Article provided and which at all reasonable times shall
be open for inspection by the Trustee. The registrar for the purpose of
registering Securities and transfer of Securities as herein provided shall be
appointed by Board Resolution (the "Security Registrar").

         Upon surrender for transfer of any Security at the office or agency of
the Company designated for such purpose in the City of St. Paul, Minnesota, the
Company shall execute, the Trustee shall authenticate and such office or agency
shall deliver in the name of the transferee or transferees a new Security or
Securities of the same series and tenor as the Security presented for a like
aggregate principal amount.

         All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security

                                       13

<PAGE>

Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the Company and the Security Registrar, duly executed by the
registered holder or by his, her or its attorney duly authorized in writing.

         (c)  Except as provided in the first paragraph of Section 2.07, no
service charge shall be made for any exchange or registration of transfer of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any
transfer.

         (d)  The Company shall neither be required (i) to issue, exchange or
register the transfer of any Securities of any series during a period beginning
at the opening of business 15 days before the day of selection for redemption of
Securities of that series 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 holders of Securities of that series to be redeemed, nor (ii) to register
the transfer of or exchange any Securities of any series or portions thereof
called for redemption. The provisions of this Section 2.05 are, with respect to
any Global Security, subject to Section 2.11 hereof.

         Section 2.06  Pending the preparation of definitive Securities of any
series, the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive Securities in lieu
of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Company. Every temporary Security of any series shall be executed by the Company
and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities of that series in accordance with the terms of Section 2.04 hereof.
Without unnecessary delay the Company will execute and will furnish definitive
Securities of such series and thereupon any or all temporary Securities of that
series may be surrendered in exchange therefor (without charge to the holders),
at the office or agency of the Company designated for the purpose in the City of
St. Paul, Minnesota, and the Trustee shall authenticate and such office or
agency shall deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of that series and tenor,
unless the Company advises the Trustee to the effect that definitive Securities
need not be executed and furnished until further notice from the Company. Until
so exchanged, the temporary Securities of that series shall be entitled to the
same benefits under this Indenture as definitive Securities of that series
authenticated and delivered hereunder.

         Section 2.07  In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon its request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security of the same series and
tenor bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and to the Trustee evidence to their satisfaction of the

                                       14

<PAGE>

destruction, loss or theft of the applicant's Security and of the ownership
thereof. The Trustee may authenticate any such substituted Security and deliver
the same upon the written order of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. In case any Security which has matured or is about to
mature or has been called for redemption shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Security, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated Security) if the applicant for such payment shall furnish to
the Company and to the Trustee such security or indemnity as they may require to
save them harmless and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

         Every Security issued pursuant to the provisions of this Section in
substitution for any Security which is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not the mutilated, destroyed, lost or stolen Security shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
the same series duly issued hereunder. All Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

         Section 2.08  All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer or for credit against a sinking
fund shall, if surrendered to the Company or any paying agent, be delivered to
the Trustee for cancellation, or, if surrendered to the Trustee, shall be
canceled by it, and no Securities shall be issued in lieu thereof except as
expressly required or permitted by any of the provisions of this Indenture. The
Trustee may dispose of canceled Securities in accordance with its standard
procedures and deliver to the Company a certificate of destruction. If the
Company shall otherwise acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to the
Trustee for cancellation.

         Section 2.09  Nothing in this Indenture or in the Securities, express
or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and the holders of the Securities,
any legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained; all
such covenants, conditions and provisions being for the sole benefit of the
parties hereto and of the holders of the Securities.

         Section 2.10  So long as any of the Securities of any series remain
outstanding there may be an Authenticating Agent for any or all such series of
Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the

                                       15

<PAGE>

Trustee to authenticate Securities of such series issued upon exchange, 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. All references in this
Indenture to the authentication of Securities of any series by the Trustee shall
be deemed to include authentication by an Authenticating Agent for such series
except for authentication upon original issuance or pursuant to Section 2.07
hereof. Each Authenticating Agent shall be acceptable to the Company and shall
be a corporation which has a combined capital and surplus, as most recently
reported or determined by it, of $50 million, and which is otherwise authorized
under such laws to conduct a trust business and is subject to supervision or
examination by federal or state authorities. If at any time any Authenticating
Agent shall cease to be eligible in accordance with these provisions, it shall
resign immediately.

         Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         Section 2.11 (a) If the Company shall establish pursuant to Section
2.01 that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 2.04, authenticate and deliver, a Global Security which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all or a portion of the Outstanding Securities of that
series, (ii) shall be registered in the name of the Depository or its nominee,
(iii) shall be delivered by the Trustee to the Depository or pursuant to the
Depository's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
the Depository, another nominee of the Depository or to a successor Depository
or to a nominee of such successor Depository."

         (b)  Notwithstanding the provisions of Section 2.05 and except as set
forth in Section 2.11(c) or (d), the Global Security of a series may be
transferred, in whole but not in part and in the manner provided in Section
2.05, only to the Depository, another nominee of the Depository for that series,
a successor Depository for that series selected or approved by the Company or a
nominee of that successor Depository.

         (c)  (i)     If so provided with respect to a particular series of
              Securities, an interest in any Global Security of such series
              shall be exchangeable at the option of the beneficial owner of
              such interest in such Global Security for a definitive Security

                                       16

<PAGE>

                  or Securities registered in the name of any holder other than
                  the Depository or its nominee at any time following issuance
                  of such Global Security.

                  (ii)  A beneficial owner of an interest in any Global Security
                  of such series desiring to exchange such beneficial interest
                  for a definitive Security or Securities shall instruct the
                  Depository, through the Depository's direct or indirect
                  participants or otherwise, to request such exchange on such
                  beneficial owner's behalf and to provide a written order
                  containing registration instructions to the Trustee. Upon
                  receipt by the Trustee of electronic or written instructions
                  from the Depository on behalf of such beneficial owner, the
                  Trustee shall cause, in accordance with the standing
                  instructions and procedures existing between the Trustee and
                  the Depository, the aggregate principal amount of such Global
                  Security to be reduced by the principal amount of such
                  beneficial interest so exchanged and shall appropriately
                  reflect such reduction of the aggregate principal amount of
                  this Global Security as described in paragraph (iii) of this
                  Section 2.11(c). Following such reduction, the Trustee shall
                  authenticate and deliver to such beneficial owner or the
                  transferee, as the case may be, a definitive Security or
                  Securities previously executed by the Company as described in
                  Section 2.05(a) and registered in such names and authorized
                  denominations as the Depository, pursuant to such instructions
                  of the beneficial owner, shall instruct the Trustee.

                  (iii) Upon any exchange of a portion of any Global Security
                  for a definitive Security or Securities, the Security
                  Registrar shall reflect the reduction of the principal amount
                  of such Global Security by the principal amount of such
                  beneficial interest so exchanged on the Security Register.
                  Until exchanged in full for definitive Securities, such Global
                  Security shall in all respects be entitled to the same
                  benefits under the Indenture as the definitive Securities
                  authenticated and delivered hereunder.

         (d)      (i)   If and so long as the Securities of any series are
                  issued as a Global Security, any definitive Security or
                  Securities of such series shall be exchangeable at the option
                  of the registered holder thereof for a beneficial interest in
                  such Global Security at any time following the exchange of
                  such Global Security for such definitive Security or
                  Securities pursuant to Section 2.11(c).

                  (ii)  A registered holder of a definitive Security or
                  Securities desiring to exchange such definitive Security or
                  Securities for a beneficial interest in such Global Security
                  shall instruct the Depository, through the Depository's direct
                  or indirect participants or otherwise, to request such
                  exchange on such registered holder's behalf and to provide a
                  written order containing registration instructions to the
                  Trustee. Upon receipt by the Trustee of electronic or written
                  instructions from the Depository, and upon presentation to the
                  Trustee of such definitive Security or Securities, the Trustee
                  shall cause, in accordance with the standing instructions and
                  procedures existing between the Trustee and the Depository,
                  the aggregate principal amount of such Global Security to be
                  increased by the principal amount of such definitive Security
                  or Securities so exchanged and shall

                                       17

<PAGE>

                  appropriately reflect such increase of the aggregate principal
                  amount of the Global Security as described in paragraph (iii)
                  of this Section 2.11(d).

                  (iii) Upon any exchange of a definitive Security or Securities
                  for a beneficial interest in such Global Security, the
                  Security Registrar shall reflect the increase of the principal
                  amount of such Global Security by the principal amount of such
                  definitive Security or Securities so exchanged on the Security
                  Register.

         (e)      If at any time (i) the Depository for a series of Securities
notifies the Company that it is unwilling or unable to continue as Depository
for that series or if at any time the Depository for that series shall no longer
be registered or in good standing under the Exchange Act or other applicable
statute or regulation and a successor Depository for that series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, or (ii) an Event of
Default has occurred and is continuing with respect to the Securities of a
series and payment of principal thereof and interest thereon has been
accelerated, this Section 2.11 shall no longer apply to the Securities of that
series and the Company will execute and, subject to Section 2.05, the Trustee
will authenticate and deliver Securities of that series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of that series in
exchange for such Global Security. In addition, the Company may at any time
determine in its sole discretion that the Securities of any series shall no
longer be represented by a Global Security and that the provisions of this
Section 2.11 shall no longer apply to the Securities of that series. In that
event the Company will execute and, subject to Section 2.05, the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver Securities of that series in definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security
of such series in exchange for such Global Security. Upon the exchange of the
Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(e) shall be registered in
such names and in such authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Security Registrar. The Trustee shall deliver such Securities to
the Depository for delivery to the persons in whose names such Securities are so
registered.

         Section 2.12   The Company in issuing the Securities may use "CUSIP"
numbers (if then generally in use), and, if so used, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to holders of
Securities; 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.
The Company will promptly notify the Trustee of any change in the CUSIP numbers.

                                       18

<PAGE>

                                 Article Three
              Redemption of Securities and Sinking Fund Provisions

         Section 3.01 The Company may redeem the Securities of any series issued
hereunder on and after the dates and in accordance with the terms established
for that series pursuant to Section 2.01 hereof.

         Section 3.02 (a) In case the Company shall desire to exercise such
right to redeem all or, as the case may be, a portion of the Securities of any
series in accordance with the right reserved so to do, it shall give notice of
such redemption to holders of the Securities of the series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than
30 days and not more than 60 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the
Security Register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly to give such
notice to the holder of any Security of any series designated for redemption in
whole or in part, or any defect in the notice, shall not affect the validity of
the proceedings for the redemption of any other Securities of that series or any
other series. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption or subject to compliance with
certain conditions provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with any such restriction or condition.

         Unless otherwise so provided as to a particular series of Securities,
if at the time of mailing of any notice of redemption the Company shall not have
deposited with the paying agent an amount in cash sufficient to redeem all of
the Securities called for redemption, including accrued interest to the date
fixed for redemption, such notice shall state that it is subject to the receipt
of redemption moneys by the paying agent before the date fixed for redemption
(unless such redemption is mandatory) and such notice shall be of no effect
unless such moneys are so received before such date.

         Each such notice of redemption shall identify the Securities to be
redeemed (including CUSIP numbers), specify the date fixed for redemption and
the redemption price at which Securities of that series are to be redeemed, and
shall state that payment of the redemption price of the Securities to be
redeemed will be made at the office or agency of the Company in the City of St.
Paul, Minnesota, upon presentation and surrender of such Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
that notice, that from and after that date interest will cease to accrue, and
that the redemption is for a sinking fund, if such is the case. If less than all
the Securities of a series are to be redeemed, the notice to the holders of
Securities of that series to be redeemed shall specify the particular Securities
to be so redeemed. In case any Security is to be redeemed in part only, the
notice which relates to such Security shall state the portion of the principal
amount thereof to be redeemed, and shall state that on and after the redemption
date, upon surrender of such Security, a new Security or Securities of that
series in principal amount equal to the unredeemed portion thereof will be
issued.

         (b) The Company shall give the Trustee at least 45 days' advance notice
of the date fixed for redemption (unless shorter notice shall be required by the
Trustee) as to the aggregate

                                       19

<PAGE>

principal amount of Securities of the series to be redeemed, and thereupon the
Trustee shall select, by lot or in such other manner as it shall deem
appropriate and fair in its discretion and which may provide for the selection
of a portion or portions (equal to $1,000 or any integral multiple thereof) of
the principal amount of such Securities of a denomination larger than $1,000,
the Securities to be redeemed and shall thereafter promptly notify the Company
in writing of the numbers of the Securities to be redeemed.

         The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its Chief Executive Officer, President,
Treasurer, Assistant Treasurer, Controller or Assistant Controller, instruct the
Trustee or any paying agent to call all or any part of the Securities of a
particular series for redemption and to give notice of redemption in the manner
set forth in this Section, such notice to be in the name of the Company or its
own name as the Trustee or such paying agent may deem advisable. In any case in
which notice of redemption is to be given by the Trustee or any such paying
agent, the Company shall deliver or cause to be delivered to, or permit to
remain with, the Trustee or such paying agent, as the case may be, such Security
Register, transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Trustee or such paying agent to give any
notice by mail that may be required under the provisions of this Section.

         Section 3.03 (a) If the giving of notice of redemption shall have been
completed as above provided, and such redemption shall not have been made
subject to the deposit of redemption moneys with the paying agent on or before
the date fixed for redemption, the Securities or portions of Securities of the
series to be redeemed specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and
interest on such Securities or portions of Securities shall cease to accrue on
and after the date fixed for redemption, unless the Company shall default in the
payment of such redemption price and accrued interest with respect to any such
Security or portion thereof. On presentation and surrender of such Securities on
or after the date fixed for redemption at the place of payment specified in the
notice, such Securities shall be paid and redeemed at the applicable redemption
price for such series, together with interest accrued thereon to the date fixed
for redemption (but if the date fixed for redemption is an Interest Payment
Date, the interest installment payable on such date shall be payable to the
registered holder at the close of business on the applicable record date
pursuant to Section 2.03).

         (b) Upon presentation of any Security of such series which is to be
redeemed in part only, the Company shall execute, the Trustee shall authenticate
and the office or agency where the Security is presented shall deliver to the
holder thereof, at the expense of the Company, a new Security or Securities of
the same series and tenor, of authorized denominations in principal amount equal
to the unredeemed portion of the Security so presented.

         Section 3.04 The provisions of this Section 3.04 and Sections 3.05 and
3.06 shall apply to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.01 for
Securities of that 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

                                       20

<PAGE>

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 3.05.
Each sinking fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of that series.

         Section 3.05 The Company (i) may deliver Outstanding Securities of a
series 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 that 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 3.06 Not less than 45 days prior to each sinking fund payment
date for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 3.05 and the basis for such credit and
stating that such Securities have not previously been so credited and will,
together with such Officers' Certificate, 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 3.02 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 3.02. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Section 3.03.

                                  Article Four
                      Particular Covenants of the Company

         The Company covenants and agrees for each series of the Securities as
follows:

         Section 4.01 The Company will duly and punctually pay or cause to be
paid the principal of (and premium, if any) and interest on the Securities of
that series at the time and place and in the manner provided herein and
established with respect to such Securities.

         Section 4.02 So long as any series of the Securities remains
outstanding, the Company agrees to maintain an office or agency in the City of
St. Paul, Minnesota (which, unless changed, shall be the Corporate Trust Office
of the Trustee), with respect to each such series and at such other location or
locations as may be designated as provided in this Section 4.02, where (i)
Securities of that series may be presented for payment, (ii) Securities of that
series may be presented as hereinabove authorized for registration of transfer
and exchange and (iii) notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until

                                       21

<PAGE>

the Company shall, by written notice signed by its Chief Executive Officer,
President, Treasurer, Assistant Treasurer, Controller or Assistant Controller
and delivered to the Trustee, designate some other office or agency for such
purposes or any of them within the City of St. Paul, Minnesota. 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,
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, notices and demands.

         The Company may also from time to time, by written notice signed by its
Chief Executive Officer, President, Treasurer or Controller and delivered to the
Trustee, designate one or more other offices or agencies for the foregoing
purposes within or outside the City of St. Paul, Minnesota 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 obligations to
maintain an office or agency in the City of St. Paul, Minnesota for the
foregoing purposes. The Company will give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any
such other office or agency.

         Section 4.03 (a) If the Company shall appoint one or more paying
agents, other than the Trustee, for all or any series of the Securities, the
Company will cause each such paying agent to execute and deliver to the Trustee
an instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section, that it will:

                 (1)  hold all sums held by it as such agent for the payment of
         the principal of (and premium, if any) or interest on the Securities of
         that series (whether such sums have been paid to it by the Company or
         by any other obligor of such Securities) in trust for the benefit of
         the persons entitled thereto;

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

                 (3)  at any time during the continuance of any failure referred
         to in the preceding paragraph (a)(2) above, upon the written request of
         the Trustee, forthwith pay to the Trustee all sums so held in trust by
         such paying agent; and

                 (4)  perform all other duties of paying agent as set forth in
         this Indenture.

         (b)     If the Company shall act as its own paying agent with respect
to any series of the Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on Securities of that series, set
aside, segregate and hold in trust for the benefit of the persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming due on Securities of that series until such sums shall be paid to
such persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such Securities) to take such action. Whenever the Company shall have one or
more paying agents for any series of Securities, it will, on or prior to each
due date of the principal of (and premium, if any) or interest on any Securities
of that series, deposit with the paying agent a sum sufficient to pay the
principal (and premium, if any) or

                                       22

<PAGE>

interest so becoming due, such sum to be held in trust for the benefit of the
persons entitled to such principal, premium or interest, and (unless such paying
agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

         (c)  Anything in this Section to the contrary notwithstanding, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.06 and (ii) 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 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 and conditions 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 sums.

         Section 4.04 The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date hereof,
an Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

         Section 4.05 Subject to the provisions of Article Ten, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its existence, rights (charter and statutory) and franchises;
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the holders of Securities.

         Section 4.06 The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, which, if
unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment or
governmental charge whose amount, applicability or validity is being contested
in good faith by appropriate proceedings.

         Section 4.07 Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 2.01, and for so long as
any Securities are Outstanding, the Company will not, and it will not permit any
Subsidiary of the Company to, at any time directly or indirectly create, assume,
incur, guarantee or permit to exist any Indebtedness secured by a mortgage,
pledge, lien, security interest, or other encumbrance (any mortgage, pledge,
lien, security interest or other encumbrance being hereinafter in this Section
referred to as a "lien") on the capital stock of Standard Insurance Company, or
of any successor to substantially all of the business of Standard Insurance
Company, which is also a Subsidiary of the Company, or of any corporation (other
than the Company) having direct or indirect control of Standard Insurance
Company, without making effective provision whereby the Securities then

                                       23

<PAGE>

Outstanding (and, if the Company so elects, any other Indebtedness of the
Company that is not subordinate to the Securities and with respect to which the
governing instruments require, or pursuant to which the Company is otherwise
obligated or required, to provide such security) shall be equally and ratably
secured with such secured Indebtedness so long as such other Indebtedness shall
be secured. For purposes of this Section 4.07 only, "Indebtedness," in addition
to those items specified in Section 1.01 hereof, shall include any obligation
of, or any such obligation guaranteed by, any Person for the payment of amounts
due under a swap agreement or other similar instrument or agreement or foreign
currency hedge exchange or similar instrument or agreement.

         If the Company shall hereafter be required to secure the Securities
equally and ratably with any other Indebtedness pursuant to this Section, (i)
the Company will promptly deliver to the Trustee an Officers' Certificate
stating that the foregoing covenant has been complied with, and an Opinion of
Counsel stating that in the opinion of such counsel the foregoing covenant has
been complied with and that any instruments executed by the Company or any
Subsidiary of the Company in the performance of the foregoing covenant comply
with the requirements of the foregoing covenant and (ii) the Trustee is hereby
authorized to enter into an indenture or agreement supplemental hereto and to
take such action, if any, as it may deem advisable to enable it to enforce the
rights of the holders of the Securities so secured.

         Section 4.08 Except in a transaction governed by Article Ten hereof, so
long as Securities of any series are Outstanding, neither the Company nor any of
its Subsidiaries will sell or otherwise dispose of any shares of capital stock
(other than preferred stock having no voting rights of any kind) of Standard
Insurance Company, or of any such successor to substantially all of the business
of Standard Insurance Company, which is also a Subsidiary of the Company, or of
any corporation (other than the Company) having direct or indirect control of
Standard Insurance Company, or any such successor. Notwithstanding the
foregoing, the Company may sell or otherwise dispose of shares of capital stock
of Standard Insurance Company, or any such successor, (i) to any wholly owned
subsidiary of the Company, (ii) for at least fair value (as determined by the
Company's Board of Directors acting in good faith) or (iii) to comply with an
order of a court or regulatory authority of competent jurisdiction, other than
an order issued at the Company's request or the request of any of the Company's
Subsidiaries.

         Section 4.09 The Company, whenever necessary to avoid or fill a vacancy
in the office of Trustee, will appoint, in the manner provided in Section 7.10,
a Trustee, so that there shall at all times be a Trustee hereunder.

         Section 4.10 The Company will not, while any of the Securities remain
Outstanding, consolidate with, merge into, merge into itself or sell or convey
all or substantially all of its property to any other Person, unless the
provisions of Article Ten hereof are complied with.

                                  Article Five
               Securityholders' Lists and Reports by the Company
                                 and the Trustee

         Section 5.01 The Company will furnish or cause to be furnished to the
Trustee (a) on each regular record date (as defined in Section 2.03) for the
Securities of a series a list, in such

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<PAGE>

form as the Trustee may reasonably require, of the names and addresses of the
holders of such Securities as of such regular record date; provided that the
Company shall not be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company and (b) at such other times as the
Trustee may request in writing within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished; provided, however, no
such list need be furnished for any series for which the Trustee shall be the
Security Registrar.

     Section 5.02 (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as
provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).

     (b)  The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.

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

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

          (2)     inform such applicants as to the approximate number of holders
     of Securities of such series or of all Securities, as the case may be,
     whose names and addresses appear in the information preserved at the time
     by the Trustee, in accordance with the provisions of Section 5.02(a), and
     as to the approximate cost of mailing to such Securityholders the form of
     proxy or other communication, if any, specified in such application.

     (d)  If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each holder of that series or of all Securities, as the case
may be, whose name and address appears in the information preserved at the time
by the Trustee in accordance with the provisions of Section 5.02(a), a copy of
the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the holders
of Securities of that series or

                                       25

<PAGE>

of all Securities, as the case may be, or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise, the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

     (e)  Each and every holder of the Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any paying agent nor any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the holders of Securities in accordance with the provisions of
Section 5.02(c), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 5.02(c).

     Section 5.03 (a) The Company covenants and agrees to file with the Trustee,
within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) that the
Company is required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with the 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 Exchange Act, 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)  The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations. Delivery of such reports, documents and information to the Trustee
under this subsection (b) and Section 5.03(a) 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 the Company's compliance with any of the covenants hereunder.

     (c)  The Company covenants and agrees to transmit by mail, first-class
postage prepaid, or reputable overnight delivery service which provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to Section 5.03(a) and (b) as may be required by
rules and regulations prescribed from time to time by the Commission.

                                       26

<PAGE>

     Section 5.04 (a) On or before July 15 in each year in which any of the
Securities are outstanding, the Trustee shall transmit by mail, first-class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding May 15,
with respect to any of the following events which may have occurred within the
previous 12 months (but if no such event has occurred within such period no
report need be transmitted):

          (1)  any change to its eligibility under Section 7.09, and its
     qualifications under Section 310(b) of the Trust Indenture Act;

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

          (3)  the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities, on any property or funds held or collected
     by it as Trustee if such advances so remaining unpaid aggregate more than
     1/2 of 1% of the principal amount of the Securities outstanding on the date
     of such report;

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

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

          (6)  any release, or release and substitution, of property subject to
     the lien, if any, of this Indenture (and the consideration thereof, if any)
     which it has not previously reported;

          (7)  any additional issue of Securities which the Trustee has not
     previously reported; and

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

     (b)  The Trustee shall transmit by mail, first-class postage prepaid, to
the Securityholders, as their names and addresses appear upon the Security
Register, a brief report with respect to the character and amount of any
advances (and if the Trustee elects so to state, the circumstances surrounding
the making thereof) made by the Trustee as such since the date of

                                       27

<PAGE>

the last report transmitted pursuant to the provisions of subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this Indenture), for the reimbursement of which it claims or may
claim a lien or charge prior to that of the Securities of any series on property
or funds held or collected by it as Trustee, and which it has not previously
reported pursuant to this subsection if such advances remaining unpaid at any
time aggregate more than 10% of the principal amount of Securities of such
series outstanding at such time, such report to be transmitted within 90 days
after such time.

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

                                   Article Six
                   Remedies of the Trustee and Securityholders
                              Upon Event of Default

     Section 6.01 (a) Whenever used herein with respect to Securities of a
particular series, "Event of Default" means any one or more of the following
events which has occurred and is continuing:

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

          (2)     default in the payment of the principal of (or premium, if
     any, on) any of the Securities of that series as and when the same shall
     become due and payable, whether at maturity, upon redemption, by
     declaration or otherwise, or in any payment required by any sinking or
     analogous fund established with respect to that series;

          (3)     failure on the part of the Company duly to observe or perform
     any other of the covenants or agreements on the part of the Company with
     respect to that series contained in such Securities or otherwise
     established with respect to that series of Securities pursuant to Section
     2.01 hereof or contained in this Indenture (other than a covenant or
     agreement which has been expressly included in this Indenture solely for
     the benefit of one or more series of Securities other than such series) for
     a period of 90 days after the date on which written notice of such failure,
     requiring the same to be remedied and stating that such notice is a "Notice
     of Default" hereunder, shall have been given to the Company by the Trustee,
     by registered or certified mail, or to the Company and the Trustee by the
     holders of at least 25% in principal amount of the Securities of that
     series at the time outstanding;

          (4)     an event of default, as defined in any mortgage, indenture or
     instrument under which there may be issued, or by which there may be
     secured or evidenced, any Indebtedness of the Company (other than a default
     under this Indenture with respect to Securities of any series or a default
     with respect to any non-recourse Indebtedness), whether such Indebtedness
     now exists or shall hereafter be

                                       28

<PAGE>

     created, shall happen and shall result in a principal amount in excess of
     $30 million of Indebtedness becoming or being declared due and payable
     prior to the date on which it would otherwise have become due and payable,
     and such acceleration shall not have been rescinded or annulled, or such
     Indebtedness shall not have been discharged, within a period of 15 days
     after there has been given, by registered or certified United States mail,
     to the Company by the Trustee or to the Company 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 cause such Indebtedness to be discharged and stating that
     such notice is a "Notice of Default" hereunder;

          (5)  the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company or Standard Insurance
     Company ("Standard"), in an involuntary case or proceeding under the
     Federal Bankruptcy Code or other similar federal or state law or (B) a
     decree or order a judging the Company or Standard as bankrupt or insolvent,
     or approving as properly filed a petition seeking reorganization,
     arrangement, adjustment or composition of or in respect of the Company or
     Standard under any applicable federal or state law, or appointing a
     Custodian of the Company or Standard or of any substantial part of its
     property, or ordering the winding up or liquidation of its affairs, and the
     continuance of any such decree or order for relief or any such other decree
     or order unstayed and in effect for a period of 90 consecutive days;

          (6)  the Company pursuant to or within the meaning of the Federal
     Bankruptcy Code or other similar applicable federal or state law: (i)
     commences a voluntary case or proceeding; (ii) consents to the entry of an
     order for relief against it in an involuntary case or proceeding; (iii)
     files a petition or answer or consent seeking reorganization or relief or
     consents to such filing or to the appointment of or taking possession by a
     Custodian of it or for all or substantially all of its property, and such
     Custodian is not discharged within 60 days; (iv) makes a general assignment
     for the benefit of its creditors; or (v) admits in writing its inability to
     pay its debts generally as they become due; or

          (7)  any other Event of Default provided for pursuant to Section 2.01
     with respect to Securities of that series.

     (b)  In each and every such case (other than an Event of Default specified
in Sections 6.01(a)(5) or 6.01(a)(6)), unless the principal of all the
Securities of that series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Securities of that series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by such Securityholders), may declare
the principal of all the Securities of that series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything contained in this Indenture or in the
Securities of that series or established with respect to that series pursuant to
Section 2.01 hereof to the contrary notwithstanding. If an Event of Default
specified in Sections 6.01(a)(5) or 6.01(a)(6) with respect to Securities at the
time Outstanding occurs, the principal amount of all the Securities of that
series shall automatically and without declaration or other action on the part
of the Trustee or any holder, become immediately due and payable. The

                                       29

<PAGE>

Company shall file with the Trustee written notice of the occurrence of any
Event of Default within five Business Days of the Company's becoming aware of
any such Event of Default.

     (c)  The provisions of subsection (b) of this Section, however, are subject
to the condition that if, at any time after the principal of the Securities of
that series shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, the Company shall pay or shall deposit with the Trustee
a sum sufficient to pay all matured installments of interest upon all the
Securities of that series and the principal of (and premium, if any, on) any and
all Securities of that series which shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and any and all defaults under the Indenture,
other than the nonpayment of principal on Securities of that series which shall
not have become due by their terms, shall have been remedied or waived as
provided in Section 6.06, then and in every such case the holders of a majority
in aggregate principal amount of the Securities of that series then outstanding,
by written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences; but no such rescission and annulment shall
extend to or shall affect any subsequent default, or shall impair any right
consequent thereon.

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

     Section 6.02 (a) The Company covenants that (1) in case default shall be
made in the payment of any installment of interest on any of the Securities of a
series, and such default shall have continued for a period of 30 days, or (2) in
case default shall be made in the payment of the principal of (or premium, if
any, on) any of the Securities of a series when the same shall have become due
and payable, whether upon maturity of the Securities of a series or upon
redemption or upon declaration or otherwise, or in any payment required by any
sinking or analogous fund established with respect to that series as and when
the same shall have become due and payable, then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the holders of the
Securities of that series, the whole amount that then shall have become due and
payable on all such Securities for principal (and premium, if any) or interest,
or both, as the case may be, with interest upon the overdue principal (and
premium, if any) and (to the extent that payment of such interest is enforceable
under applicable law) upon overdue installments of interest at the rate per
annum expressed in the Securities of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, and the amount payable to the Trustee under Section 7.06.

     (b)  In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered

                                       30

<PAGE>

to institute any action or proceedings at law or in equity for the collection of
the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree
against the Company or other obligor upon the Securities of that series and
collect in the manner provided by law out of the property of the Company or
other obligor upon the Securities of that series wherever situated the moneys
adjudged or decreed to be payable.

     (c)  In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or other judicial
proceedings affecting the Company, any other obligor on such Securities or the
creditors or property of either, the Trustee shall have power to intervene in
such proceedings and take any action therein that may be permitted by the court
and shall (except as may be otherwise provided by law) be entitled to file such
proofs of claim and other papers and documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of Securities of
such series allowed for the entire amount due and payable by the Company or such
other obligor under the Indenture at the date of institution of such proceedings
and for any additional amount which may become due and payable by the Company or
such other obligor after such date, and to collect and receive any moneys or
other property payable or deliverable on any such claim, and to distribute the
same after the deduction of the amount payable to the Trustee under Section
7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is
hereby authorized by each of the holders of Securities of that series to make
such payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to such Securityholders, to pay to the
Trustee any amount due it under Section 7.06.

     (d)  All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Securities of that
series.

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

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize, consent to, accept or adopt on behalf of any Securityholder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities of that series or the rights of any holder thereof or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.

                                       31

<PAGE>

     Section 6.03 Any moneys collected by the Trustee pursuant to Section 6.02
with respect to a particular series of Securities shall be applied in the order
following, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal (or premium, if any) or
interest, upon presentation of the several Securities of that series, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

          FIRST: To the payment of costs and expenses of collection and of all
     amounts payable to the Trustee under Section 7.06;

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

          THIRD: To the Company.

     Section 6.04 No holder of any Security of any series shall have any right
by virtue or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to Securities of that series specifying such Event of Default, as
hereinbefore provided, and unless also the holders of not less than 25% in
aggregate principal amount of the Securities of such series then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee shall not
have received from the holders of a majority in aggregate principal amount of
the Securities of such series a direction inconsistent with such request and for
60 days after its receipt of such notice, request and offer of indemnity, shall
have failed to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by the taker and holder
of every Security of that series with every other such taker and holder and the
Trustee, that no one or more holders of Securities of that series shall have any
right in any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all holders of Securities of that series. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

     Notwithstanding any other provisions of this Indenture, however, the right
of any holder of any Security to receive payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after
the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, shall not
be impaired or affected without the consent of such holder.

                                       32

<PAGE>

         Section 6.05 (a) All powers and remedies given by this Article to the
Trustee or to the Securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any others thereof or of any other powers
and remedies available to the Trustee or the holders of the Securities, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture or otherwise
established with respect to such Securities.

         (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed as a waiver of any such default or an acquiescence therein;
and, subject to the provisions of Section 6.04, every power and remedy given by
this Article or by law to the Trustee or to the Securityholders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Securityholders.

         Section 6.06 The holders of a majority in aggregate principal amount of
the Securities of any series at the time outstanding, determined in accordance
with Section 8.04, shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to that series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or unduly prejudicial to the rights of holders of
Securities of any other series at the time outstanding determined in accordance
with Section 8.04 not parties thereto. Subject to the provisions of Section
7.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed might involve the Trustee in
personal liability. The holders of a majority in aggregate principal amount of
the Securities of all series at the time outstanding affected thereby,
determined in accordance with Section 8.04, may on behalf of the holders of all
of the Securities of that series waive any past default in the performance of
any of the covenants contained herein or established pursuant to Section 2.01
with respect to such series and its consequences, except a default in the
payment of the principal of, or premium, if any, or interest on, any of the
Securities of that series as and when the same shall become due by the terms of
such Securities or a call for redemption of Securities of that series, which
default may be waived by the unanimous consent of the holders affected. Upon any
such waiver, the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Trustee and the holders of the
Securities of that series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

         Section 6.07 The Trustee shall, within 90 days after the occurrence of
a default with respect to a particular series, transmit by mail, first class
postage prepaid, to the holders of Securities of that series, as their names and
addresses appear upon the Security Register, notice of all defaults with respect
to that series known to the Trustee, unless such defaults shall have been cured
or waived before the giving of such notice (the term "defaults" for the purposes
of this Section being hereby defined to be the events specified in subsections
(1), (2), (3), (4), (5), (6) and (7) of Section 6.01(a), not including any grace
periods provided for therein and irrespective of the giving of notice provided
for by subsection (3) of Section 6.01(a)); provided, that, except in the case of
default in the payment of the principal of (or premium, if any) or

                                       33

<PAGE>


interest on any of the Securities of that series or in the payment of any
sinking fund installment established with respect to that series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the holders of Securities of that series;
provided further, that in the case of any default of the character specified in
Section 6.01(a)(3) with respect to Securities of that series, no such notice to
the holders of the Securities of that series shall be given until at least 30
days after the occurrence thereof.

         The Trustee shall not be deemed to have knowledge of any default,
except (i) a default under Section 6.01(a)(1) or (a)(2) as long as the Trustee
is acting as paying agent for such series of Securities or (ii) any default as
to which the Trustee shall have received written notice or a Responsible Officer
charged with the administration of this Indenture shall have actual knowledge or
obtained written notice.

         Section 6.08 All parties to this Indenture agree, and each holder of
any Securities by his, her or its acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, any suit instituted by any
Securityholder, or group of Securityholders, holding more than 10% in aggregate
principal amount of the outstanding Securities of any series, or any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security of such series, on
or after the respective due dates expressed in such Security or established
pursuant to this Indenture.

                                  Article Seven
                             Concerning the Trustee

         Section 7.01 (a) The Trustee, prior to the occurrence of an Event of
Default with respect to Securities of a series and after the curing of all
Events of Default with respect to Securities of that series which may have
occurred, shall undertake to perform with respect to Securities of that series
such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants shall be read into this Indenture against
the Trustee. In case an Event of Default with respect to Securities of a series
has occurred (which has not be cured or waived), the Trustee shall exercise with
respect to Securities of that series such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs.

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

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<PAGE>

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

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

             (ii) in the absence of bad faith on the part of the Trustee, the
             Trustee may with respect to Securities of that series conclusively
             rely, as to the truth of the statements and the correctness of the
             opinions expressed therein, upon any certificates or opinions
             furnished to the Trustee and conforming to the requirements of this
             Indenture; but in the case of any such certificates or opinions
             which by any provision hereof are specifically required to be
             furnished to the Trustee, the Trustee shall be under a duty to
             examine the same to determine whether or not they conform to the
             requirements of this Indenture (but need not confirm or investigate
             the accuracy of mathematical calculations or other facts stated
             therein);

             (2)  the Trustee shall not be liable for any error of judgment made
         in good faith by a Responsible Officer or Responsible Officers of the
         Trustee, unless it shall be proved that the Trustee was negligent in
         ascertaining the pertinent facts;

             (3)  the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the holders of not less than a majority in principal
         amount of the Securities of any series at the time outstanding relating
         to the time, method and place of conducting any proceeding for any
         remedy available to the Trustee, or exercising any trust or power
         conferred upon the Trustee under this Indenture with respect to the
         Securities of that series; and

             (4)  none of the provisions contained in this Indenture shall
         require the Trustee to expend or risk its own funds or otherwise incur
         or risk personal financial liability in the performance of any of its
         duties or in the exercise of any of its rights or powers, if there is
         reasonable ground for believing that the repayment of such funds or
         liability is not reasonably assured to it under the terms of this
         Indenture or adequate indemnity against such risk is not reasonably
         assured to it.

         (c) 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 7.01.

         Section 7.02 Except as otherwise provided in Section 7.01:

         (a) The Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent,

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<PAGE>

order, approval, bond, security or other paper or document believed by it to be
genuine and to have been signed or presented by the property party or parties;

         (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by the Chief Executive Officer or the
President and by the Secretary or an Assistant Secretary or the Treasurer, an
Assistant Treasurer, the Controller or an Assistant Controller (unless other
evidence in respect thereof is specifically prescribed herein);

         (c) The Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted hereunder in good faith and in reliance thereon;

         (d) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing herein contained shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Securities (which has not been cured
or waived) to exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and to use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs;

         (e) If an Event of Default shall have occurred and be continuing, the
Trustee shall be under no obligation to follow any request, order or direction
of the Company if in the reasonable judgment of the Trustee the following of
such request, order or direction would not be in the best interests of all the
holders;

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

         (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, consent, order, approval, bond, security, or
other papers or documents, unless requested in writing to do so by the holders
of not less than a majority in principal amount of the outstanding Securities of
the particular series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand;

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<PAGE>

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

     (i) Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action or omission of the
Trustee in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than three
Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

     Section 7.03 (a) The recitals contained herein and in the Securities (other
than the Certificate of Authentication on the Securities) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.

     (b) The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities.

     (c) The Trustee shall not be accountable for the use or application by the
Company of any of the Securities or of the proceeds of the Securities, or for
the use or application of any moneys paid over by the Trustee in accordance with
any provision of this Indenture or established pursuant to Section 2.01, or for
the use or application of any moneys received by any paying agent other than the
Trustee.

     (d) The Trustee shall have no responsibility with respect to any
information, statement or recital in any offering memorandum or other disclosure
material prepared or distributed with respect to the Securities.

     Section 7.04 The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not Trustee, paying agent or
Security Registrar.

     Section 7.05 Subject to the provisions of Section 11.06, all moneys
received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree in writing with the Company to pay thereon.

         Section 7.06 (a) The Company covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, such compensation as
the Company and the Trustee may agree upon (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties

                                       37

<PAGE>

hereunder of the Trustee, and the Company will pay or reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also covenants to indemnify the Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any loss, damage,
claim, liability or expense incurred without negligence or bad faith on the part
of the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim of liability in the premises.

     (b) The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the termination of this Indenture. Such additional
indebtedness shall be a senior lien to that of the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the holders of particular Securities, and the Securities are
hereby subordinated to each such senior lien.

     (c) Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default, the expenses (including the reasonable
charges and expenses of its counsel) and compensation for its services are
intended to constitute expenses of administration under applicable federal or
state bankruptcy, insolvency or similar law.

     Section 7.07 Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, it shall be entitled to
receive, and such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively provided and established by an
Officers' Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.

     Section 7.08 If the Trustee has acquired or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

     Section 7.09 There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation organized
and doing business under the laws of the United States of America or any State
or Territory thereof or of the District of Columbia, or a corporation or other
person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50 million, and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant

                                       38

<PAGE>

to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. The
Company may not, nor may any person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.

     Section 7.10 (a) The Trustee or any successor hereafter appointed may at
any time resign with respect to the Securities of one or more series by giving
written notice thereof to the Company and by transmitting notice of resignation
by mail, first-class postage prepaid, to the Securityholders of that series, as
their names and addresses appear upon the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of that series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee with respect to Securities of that series, or any
Securityholder of that series who has been a bona fide holder of a Security or
Securities of that series for at least six months may, subject to the provisions
of Section 6.08, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may thereupon after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

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

          (1) the Trustee shall fail to comply with the provisions of Section
     7.08 after written request therefor by the Company or by any Securityholder
     who has been a bona fide holder of a Security or Securities for at least
     six months; or

          (2) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.09 and shall fail to resign after written request
     therefor by the Company or by any such Securityholder; or

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

     then, in any such case, the Company may remove the Trustee with respect to
all Securities and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 6.08, unless, with
respect to clause (b)(1) above, the Trustee's duty to resign is stayed as
provided in Section 310(b) of the Trust Indenture Act, any Securityholder who
has been a bona fide holder of a Security or Securities for at least six months
may, on behalf of himself and all others similarly

                                       39

<PAGE>

situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee. If a notice of removal shall have been
delivered to the Trustee and no successor trustee shall have been appointed and
accepted appointment within 30 days after the Trustee's receipt of such notice
of removal, the Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

     (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to that series and appoint a successor trustee.

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

     (e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

     Section 7.11 (a) In case of the appointment hereunder of a successor
trustee with respect to all Securities, every such successor trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor trustee all the rights, powers, and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring Trustee hereunder, subject
to any prior lien provided for in Section 7.06(b).

     (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
retiring Trustee and each successor trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which shall (1)
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor trustee relates, (2)
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) 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, that each such Trustee shall be trustee

                                       40

<PAGE>

of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and that no Trustee shall be
responsible for any act or failure to act on the part of any other Trustee
hereunder; 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, such retiring Trustee shall with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates have no further responsibility for the exercise of rights and
powers or for the performance of the duties and obligations vested in the
Trustee under this Indenture, 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, to
the extent contemplated by such supplemental indenture, the property and money
held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor trustee relates.

     (c) Upon request of any such successor trustee or retiring Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor trustee all such rights, powers and
trusts referred to in 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 under the Trust
Indenture Act and eligible under this Article.

     (e) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first-class postage prepaid, to the Securityholders,
as their names and addresses appear upon the Security Register. If the Company
fails to transmit such notice within 10 days after acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

     Section 7.12 Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of the
Trust Indenture Act and eligible under the provisions of Section 7.09, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding. In case any
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 7.13 If and when the Trustee shall become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust

                                       41

<PAGE>

Indenture Act regarding the collection of claims against the Company (or any
other obligor upon the Securities).

                                  Article Eight
                         Concerning the Securityholders

     Section 8.01 Whenever in this Indenture it is provided that the holders of
a majority or specified percentage in aggregate principal amount of the
Securities of a particular series may take any action (including the making of
any demand or request, the giving of any notice, consent or waiver or the taking
of any other action), the fact that at the time of taking any such action the
holders of such majority or specified percentage of that series have joined
therein may be evidenced by any instrument or any number of instruments of
similar tenor executed by such holders of Securities of that series in person or
by agent or proxy appointed in writing.

     If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for that series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action, including any
revocation thereof, may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall be
deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of outstanding Securities of that
series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the outstanding Securities of that series shall be computed as of the
record date; provided that no such authorization, agreement or consent by such
Securityholders on the 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.

     Section 8.02 Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not require
notarization) or his, her or its agent or proxy and proof of the holding by any
person of any of the Securities shall be sufficient if made in the following
manner:

     (a) the fact and date of the execution by any such person of any instrument
may be proved in any reasonable manner acceptable to the Trustee;

     (b) the ownership of Securities shall be proved by the Security Register of
such Securities or by a certificate of the Security Registrar thereof; or

     (c) the Trustee may require such additional proof of any matter referred to
in this Section as it shall deem necessary.

     Section 8.03 Prior to the due presentment for registration of transfer of
any Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the person in whose name such Security shall be
registered upon the books of the Company as the absolute owner of such Security
(whether or not such Security shall be overdue and

                                       42

<PAGE>

notwithstanding any notice of ownership or writing thereon made by anyone other
than the Security Registrar) for the purpose of receiving payment of or on
account of the principal of and premium, if any, and (subject to Section 2.03)
interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any paying agent nor any Security Registrar shall be
affected by any notice to the contrary.

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

     Section 8.05 At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the holders
of the majority or percentage in aggregate principal amount of the Securities of
a particular series specified in this Indenture in connection with such action,
any holder of a Security of that series which is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid, any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.

                                  Article Nine
                             Supplemental Indentures

     Section 9.01 In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of the
Securityholders, for one or more of the following purposes:

                                       43

<PAGE>

     (a) to evidence the succession of another corporation to the Company, and
the assumption by any such successor of the covenants of the Company contained
herein or otherwise established with respect to the Securities;

     (b) to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions for the protection of the holders of the
Securities of all or any series as the Board of Directors and the Trustee shall
consider to be for the protection of the holders of Securities of all or any
series, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions or
provisions a default or an Event of Default with respect to that series
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth; provided, however, that in respect of any
such additional covenant, restriction, condition or provision, such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other
defaults), may provide for an immediate enforcement upon such default or may
limit the remedies available to the Trustee upon such default or may limit the
right of the holders of a majority in aggregate principal amount of the
Securities of such series to waive such default;

     (c) to surrender any right or power herein conferred upon the Company;

     (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this indenture as shall not be inconsistent with the provisions of
this Indenture and shall not adversely affect the interests of the holders of
the Securities of any series;

     (e) 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;

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

     (g) to secure the Securities; or

     (h) 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 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 7.11.

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to enter into any such

                                       44

<PAGE>


supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

         Section 9.02 With the consent (evidenced as provided in Section 8.01)
of the holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such supplemental indenture or indentures
at the time outstanding, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, this
Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Securities of that series under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the holders of each Security then Outstanding and affected thereby,
(i) extend the fixed maturity of any Securities of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any premium payable upon the redemption thereof;
(ii) reduce the amount of principal of an Original Issue Discount Security or
any other Security payable upon acceleration of the maturity thereof pursuant to
Section 6.01(b); (iii) change the currency in which any Security or any premium
or interest is payable; (iv) impair the right to enforce any payment on or with
respect to any Security; (v) adversely change the right to convert or exchange,
including decreasing the conversion rate or increasing the conversion price of,
such Security (if applicable); (vi) reduce the percentage in principal amount of
outstanding Securities of any series, the consent of whose holders is required
for modification or amendment of this Indenture or for waiver of compliance with
certain provisions of this Indenture or for waiver of certain defaults; (vii)
reduce the requirements contained in this Indenture for quorum or voting; or
(viii) modify any of the above provisions.

         Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture.

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

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

                                       45

<PAGE>

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first-class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

         Section 9.03 Upon the execution of any supplemental indenture pursuant
to the provisions of this Article, Article Two, Article Seven or of Article Ten,
this Indenture shall, with respect to that series, be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Securities of the series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

         Section 9.04 Securities of any series, affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article, Article Two, Article Seven
or of Article Ten, may bear a notation in form approved by the Company, provided
such form meets the requirements of any exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of that series so modified as to
conform, in the opinion of the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then outstanding.

         Section 9.05 The Trustee, subject to the provisions of Section 7.01, is
entitled to receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is proper
for the Trustee under the provisions of this Article to join in the execution
thereof.

                                   Article Ten
                         Consolidation, Merger and Sale

         Section 10.01 Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Company with or into
any other Person (whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any sale, assignment, conveyance,
transfer or lease of the assets or other property of the Company or its
successor or successors substantially as an entirety to any other Person
(whether or not affiliated with the Company or its successor or successors);
provided that (i) immediately prior to and immediately following any such
consolidation, merger, sale, conveyance, transfer or lease, no Event of Default
shall have occurred and be continuing and (ii) the Company is the surviving or
continuing Person, or the surviving or continuing Person that acquires the
Company's assets by

                                       46

<PAGE>

consolidation, merger, sale, conveyance, transfer or lease is incorporated in
the United States of America or Canada and expressly assumes the payment and
performance of all obligations of the Company under this Indenture and the
Securities.

         Section 10.02 (a) In case of any such consolidation, merger, sale,
conveyance, transfer or lease 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 due and punctual payment of the
principal of and premium, if any, and interest on all of the Securities of all
series outstanding and the due and punctual performance of all of the covenants
and conditions of this Indenture or established with respect to each series of
the Securities pursuant to Section 2.01 to be performed by the Company with
respect to each series, such successor Person shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
as the party of the first part, and thereupon, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities, except the provisions of Section 7.06 to the
extent such provisions relate to matters occurring before any such
consolidation, merger, sale, conveyance, transfer or lease. For the avoidance of
doubt, nothing herein shall relieve the successor Person of liability with
respect to such provisions, the predecessor and successor Persons being jointly
and severally liable therefor. Such successor Person thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company or
any other predecessor obligor on the Securities, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person,
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the predecessor Company to the Trustee for authentication, and any
Securities which such successor Person thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

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

         (c) Nothing contained in this Indenture or in any of the Securities
shall prevent the Company from acquiring by purchase or otherwise all or any
part of the property of any other Person (whether or not affiliated with the
Company).

         Section 10.03 The Trustee, subject to the provisions of Section 7.01,
is entitled to receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or lease, and any such assumption, comply with the provisions of this
Article.

                                       47

<PAGE>

                                 Article Eleven
                    Satisfaction and Discharge of Indenture;
                                Unclaimed Moneys

         Section 11.01 If at any time: (a) the Company shall have delivered to
the Trustee for cancellation all Securities of a series theretofore
authenticated (other than any Securities which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in Section 2.07
and Securities for whose payment money or Governmental Obligations has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereupon repaid to the Company or discharged from such trust, as
provided in Section 11.06); (b) all such Securities of a particular series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and (c) the Company shall
deposit or cause to be deposited with the Trustee as trust funds the entire
amount in moneys or Governmental Obligations, or a combination thereof, the
principal of and interest on which, without reinvestment, is sufficient in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay at
maturity or upon redemption all such Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if
any) and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if the Company shall also pay or cause
to be paid all other sums payable hereunder with respect to that series by the
Company, then this Indenture shall thereupon cease to be of further effect with
respect to that series except for the provisions of Sections 2.05, 2.07, 4.02
and 7.10, which shall survive until the date of maturity or redemption date, as
the case may be, and Sections 7.06 and 11.06 which shall survive to such date
and thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall, subject to compliance with 13.05, execute proper
instruments acknowledging satisfaction of and discharging this Indenture with
respect to such series.

         Section 11.02 If at any time all such Securities of a particular series
not theretofore delivered to the Trustee for cancellation or which have not
become due and payable as described in Section 11.01 shall have been paid by the
Company by depositing irrevocably with the Trustee as trust funds moneys or an
amount of Governmental Obligations, or a combination thereof, the principal of
and interest on which, without reinvestment, is sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or
upon redemption all such Securities of that series not theretofore delivered to
the Trustee for cancellation, including principal (and premium, if any) and
interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company with respect to that
series, then after the date such moneys or Governmental Obligations, as the case
may be, are deposited with the Trustee, the obligations of the Company under
this Indenture with respect to such series shall cease to be of further effect
except for the provisions of Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.06
hereof which shall survive until such Securities shall mature and be paid.
Thereafter, Sections 7.06 and 11.06 shall survive. The release of the Company
from its obligations under this Indenture, as provided for in this Section
11.02, shall be subject to the further conditions that the Company first shall
have caused to be delivered to the Trustee (i) an Opinion of Counsel to the
effect that Securityholders

                                       48

<PAGE>

of a series with respect to which a deposit has been made in accordance with
this Section 11.02 will not realize income, gain or loss for federal income tax
purposes as a result of such deposit and release, and will be subject to federal
income tax on the same amount, in the same manner and at the same times as would
have been the case if such deposit and release had not occurred and (ii) the
Opinion of Counsel and Officers' Certificate required by Section 13.05.

         Section 11.03 If, in addition to satisfying the conditions set forth in
Sections 11.01 or 11.02 (except for the requirement of the Opinion of Counsel
referred to in clause (i) of Section 11.02), (i) the Company delivers to the
Trustee an Opinion of Counsel to the effect that (a) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or
(b) since the date of this Indenture there has been a change in applicable
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Securityholders of a series with
respect to which a deposit has been made in accordance with Sections 11.01 or
11.02 will not realize income, gain or loss for federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to federal
income tax on the same amount, in the same manner and at the same times, as
would have been the case if such deposit, defeasance and discharge had not
occurred and (c) the deposit shall not result in the Company, the Trustee or the
trust hereunder being deemed an "investment company" under the Investment
Company Act of 1940, as amended, (ii) the Company shall have caused to be
delivered to the Trustee the Opinion of Counsel and Officers' Certificate
required by Section 13.05 and (iii) no event or condition shall exist that would
prevent the Company from making payments of the principal of (and premium, if
any) or interest on the Securities on the date of such deposit or at any time
during the period ending on the ninety-first day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until the
expiration of such period), then, in such event, the Company will be deemed to
have paid and discharged the entire indebtedness on that series and the holder
thereof shall thereafter be entitled to receive payment solely from the trust
fund described above.

         Section 11.04 All moneys or Governmental Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.

         Section 11.05 In connection with the satisfaction and discharge of this
Indenture all moneys or Governmental Obligations then held by any paying agent
under the provisions of this Indenture shall, upon demand of the Company, be
paid to the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys or Governmental Obligations.

         Section 11.06 Any moneys or Governmental Obligations deposited with any
paying agent or the Trustee, or then held by the Company, in trust for payment
of principal of or premium or interest on the Securities of a particular series
that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and
payable, shall, upon written notice from the Company, be repaid to the Company
or (if then held by the Company) shall be discharged from such trust; and
thereupon the paying agent

                                       49

<PAGE>

and the Trustee shall be released from all further liability with respect to
such moneys or Governmental Obligations, and the holder of any of the Securities
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.

                                 Article Twelve
                Immunity of Incorporators, Stockholders, Officers
                                  and Directors

         Section 12.01 No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of
the Company or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law, in equity or
by constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.

                                Article Thirteen
                            Miscellaneous Provisions

         Section 13.01 All the covenants, stipulations, promises and agreements
in this Indenture contained by or on behalf of the Company shall bind its
successors and assigns, whether so expressed or not.

         Section 13.02 Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

         Section 13.03 Except as otherwise expressly provided herein, any notice
or demand which by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the holders of Securities to or on the
Company may be given or served by being deposited first-class postage prepaid in
a post-office letter box addressed (until another address is filed in writing by
the Company with the Trustee), as follows: StanCorp Financial Group, Inc., 1100
SW Sixth Avenue, Portland, Oregon 97204, Attention: Chief Financial Officer. Any

                                       50

<PAGE>

notice, election, request or demand by the Company or any Securityholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing at the Corporate Trust Office of the
Trustee, Attention: Corporate Trust Services. Except as otherwise expressly
provided herein, any notice by the Company or the Trustee to any Securityholder
shall be deemed to have been sufficiently given, for all purposes, if deposited
first-class postage prepaid in a post office letter box addressed to the
Securityholder as the Securityholder's name and address appears upon the
Security Register.

         Section 13.04 This Indenture and each Security shall, pursuant to
Section 5-1401 of the New York General Obligations Law, be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of that State, without regard to
the conflicts of laws principles thereof (other than Section 5-1401 of the New
York General Obligations Law).

         Section 13.05 (a) Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

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

         Section 13.06 Except as provided pursuant to Section 2.01 pursuant to a
Board Resolution, and as set forth in an Officers' Certificate, or established
in one or more indentures supplemental to this Indenture, in any case where the
date of maturity of interest or principal of any Security or the date of
redemption of any Security shall not be a Business Day then payment of interest
or principal (and premium, if any) may be made on the next succeeding Business
Day with the same force and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after such nominal date.

         Section 13.07 If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by operation of Section
318(c) of the Trust Indenture Act, such imposed duties shall control.

                                       51

<PAGE>

         Section 13.08 This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute one and the same instrument.

         Section 13.09 In case any one or more of the provisions contained in
this Indenture or in the Securities of any series shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Indenture or of such Securities, but this Indenture and such Securities shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.

         Section 13.10 This Indenture is binding upon and inures to the benefit
of the parties thereto and their respective successors and assigns. This
Indenture may not be assigned by the parties thereto.

                                Article Fourteen
                           Subordination of Securities

         Section 14.01 The Company covenants and agrees, and each holder of
Securities issued hereunder and under any supplemental indenture or by an
resolutions of the Board of Directors ("Additional Provisions") by his, her or
its acceptance thereof likewise covenants and agrees, that all Securities shall
be issued subject to the provisions of this Article Fourteen; and each holder of
a Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

         The payment by the Company of the principal of and premium, if any, and
interest on all Securities issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to the prior payment in full of all Senior
Indebtedness, whether outstanding at the date of this Indenture or thereafter
incurred.

         Section 14.02 In the event and during the continuation of any default
by the Company in the payment of principal, premium, interest or any other
payment due on any Senior Indebtedness, as the case may be, or in the event that
the maturity of any Senior Indebtedness has been accelerated because of a
default, then, in either case, no payment shall be made by the Company with
respect to the principal (including redemption and sinking fund payments) of or
premium, if any, or interest on the Securities.

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any holder when such payment is prohibited by the
preceding paragraph of this Section 14.02, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear.

         Section 14.03 Upon any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to creditors upon any dissolution, winding-up, liquidation or
reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership, general assignment, marshaling of any

                                       52

<PAGE>

assets or liabilities for the benefit of creditors or other proceedings, all
amounts due or to become due upon all Senior Indebtedness shall first be paid in
full, or payment thereof provided for in money in accordance with its terms,
before any payment is made on account of the principal (and premium, if any) or
interest on the Securities; and upon any such dissolution, winding-up,
liquidation or reorganization, any payment by the Company or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the holders of the Securities or the Trustee would be
entitled, except for the provisions of this Article Fourteen, shall be paid by
the Company, by any receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, by the holders of the
Securities or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness in
full, in money or money's worth, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Indebtedness, before any payment
or distribution is made to the holders of Securities or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee or the holders of the Securities before all Senior Indebtedness is paid
in full, or provision is made for such payment in money in accordance with its
terms, such payment or distribution shall be held in trust for the benefit of
and shall be paid over or delivered to the holders of Senior Indebtedness or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company, for application to the payment of Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in money
in accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness.

         For purposes of this Article Fourteen, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article Fourteen with
respect to the Securities to the payment of all Senior Indebtedness which may at
the time be outstanding; provided that (i) the Senior Indebtedness is assumed by
the new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Senior Indebtedness are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article Ten hereof shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 14.03
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Ten hereof.
Nothing

                                       53

<PAGE>

in Section 14.02 or in this Section 14.03 shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 7.06.

         Section 14.04 Subject to the payment in full of all Senior
Indebtedness, the rights of the holders of the Securities shall be subrogated to
the rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company, as the case may
be, applicable to the Senior Indebtedness until the principal of (and premium,
if any) and interest on the Securities shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article Fourteen, and no payment over pursuant to the provisions of this
Article Fourteen, to or for the benefit of the holders of Senior Indebtedness by
holders of the Securities or the Trustee, shall, as between the Company, its
creditors other than holders of Senior Indebtedness, and the holders of the
Securities, be deemed to be a payment by the Company to or on account of the
Senior Indebtedness. It is understood that the provisions of this Article
Fourteen are and are intended solely for the purposes of defining the relative
rights of the holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness on the other hand.

         Nothing contained in this Article Fourteen or elsewhere in this
Indenture, any Additional Provisions or in the Securities is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the holders of the Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the holders of the
Securities the principal of (and premium, if any) and interest on the Securities
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the holders of
the Securities and creditors of the Company other than the holders of the Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article Fourteen of the holders of Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of any
such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article Fourteen, the Trustee, subject to the provision of Article
Seven, and the holders of the Securities shall be entitled to conclusively rely
upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding-up, liquidation or reorganization proceedings are
pending, or a certificate of the receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, delivered to
the Trustee or to the holders of the Securities, for the purposes of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other Indebtedness of the Company, the
amount hereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fourteen.

         Section 14.05 Each holder of a Security by such holder's acceptance
thereof authorizes and directs the Trustee in his, her or its behalf to take
such action as may be necessary or appropriate to effectuate the subordination
provided in this Article Fourteen and appoints the Trustee his, her or its
attorney-in-fact for any and all such purposes.

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         Section 14.06  The Company shall give prompt written notice to a
Responsible Officer of the Trustee of any fact known to the Company which would
prohibit the making of any payment of monies to or by the Trustee or paying
agent in respect of the Securities pursuant to the provisions of this Article
Fourteen. Notwithstanding the provisions of this Article Fourteen or any other
provision of this Indenture or any Additional Provisions, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment of monies to or by the Trustee or paying agent in respect
of the Securities pursuant to the provisions of this Article Fourteen, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness or
from any trustee therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Article Seven, shall be entitled in
all respects to assume that no such facts exist; provided that if the Trustee
shall not have received the notice provided for in this Section 14.06 at least
two Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purposes for which they were received, and shall not be affected by any
notice to the contrary which may be received by it within two Business Days
prior to such date.

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

         Section 14.07  The Trustee in its individual capacity shall be entitled
to all the rights set forth in this Article Fourteen in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Fourteen, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness 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 Indebtedness and, subject to the
provisions of Article Seven, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to holders of Securities,
the Company or any other person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Fourteen or otherwise.

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<PAGE>

         Nothing in this Article Fourteen shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 7.06.

         Section 14.08  No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof which any such holder may
have or otherwise be charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the holders of the
Securities, without incurring responsibility to the holders of the Securities
and without impairing or releasing the subordination provided in this Article
Fourteen or the obligations hereunder of the holders of the Securities to the
holders of Senior Indebtedness, 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 Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Company and any other person.

         No provision of this Article Fourteen shall prevent the occurrence of
any default or Event of Default hereunder.

         U.S. Bank National Association, as Trustee, hereby accepts the trusts
in this Indenture declared and provided, upon the terms and conditions
hereinabove set forth.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                         STANCORP FINANCIAL GROUP, INC.

                                         By:___________________________________
                                            Its:_______________________________


Attest:

By:______________________________________
     Its:________________________________

                                         U.S. BANK NATIONAL ASSOCIATION
                                         as Trustee

                                         By:___________________________________
                                            Its: Vice President

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