EXHIBIT 4.1

                                                             Execution Copy

                               UNITRIN, INC.,

                                   Issuer

                                    And



                         BNY MIDWEST TRUST COMPANY,

                                  Trustee

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

                                 INDENTURE

                         Dated as of June 26, 2002

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

                           Senior Debt Securities




<PAGE>

                         CROSS-REFERENCE TABLE(1)


<TABLE>
<CAPTION>

Section of Trust Indenture Act
of 1939, as amended................................................Section(s) of Indenture


<S>                                                                                  <C>
310(a)................................................................................7.09

310(b)..........................................................................7.08, 7.10

310(c)........................................................................Inapplicable

311(a)................................................................................7.13

311(b)................................................................................7.13

311(c)........................................................................Inapplicable

312(a).......................................................................5.01, 5.02(a)

312(b).............................................................................5.02(c)

312(c)................................................................................5.02

313(a).............................................................................5.04(a)

313(b).............................................................................5.04(b)

313(c).............................................................................5.04(b)

313(d).............................................................................5.04(c)

314(a)................................................................................5.03

314(b)........................................................................Inapplicable

314(c)............................................................................14.06(a)

314(d)........................................................................Inapplicable

314(e)............................................................................14.06(b)

314(f)........................................................................Inapplicable

315(a).............................................................................7.01(c)

315(b).............................................................................7.01(b)

315(c).............................................................................7.01(a)

315(d).............................................................................7.01(c)

315(e)................................................................................6.07

316(a)....................................................................6.06, 6.08, 8.04

316(b)................................................................................6.04

316(c)........................................................................Inapplicable

317(a)....................................................................6.02(a), 6.02(b)

317(b)................................................................................4.03

318(a)...............................................................................14.08


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

(1)    This Cross-Reference Table does not constitute part of the Indenture
       and shall not have any bearing on the interpretation of any of its
       terms or provisions.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                            TABLE OF CONTENTS(1)

                                                                                                 Page

<S>                                                                                               <C>
ARTICLE I         DEFINITIONS......................................................................1

   SECTION 1.01 Definitions of Terms...............................................................1
      "Affiliate"..................................................................................1
      "Authenticating Agent".......................................................................2
      "Bankruptcy Law".............................................................................2
      "Board of Directors".........................................................................2
      "Board Resolution"...........................................................................2
      "Business Day"...............................................................................2
      "Certificate"................................................................................2
      "Company"....................................................................................2
      "Commission".................................................................................2
      "Corporate Trust Office".....................................................................2
      "Custodian"..................................................................................2
      "Default"....................................................................................2
      "Deferral Period"............................................................................2
      "Depositary".................................................................................3
      "Event of Default"...........................................................................3
      "Exchange Act"...............................................................................3
      "Global Security"............................................................................3
      "Governmental Obligations"...................................................................3
      "herein,""hereof" and "hereunder,"...........................................................3
      "Indebtedness"...............................................................................3
      "Indenture"..................................................................................4
      "Interest Payment Date"......................................................................4
      "Investment Company Act".....................................................................4
      "Officers' Certificate"......................................................................4
      "Opinion of Counsel".........................................................................5
      "Original Issue Discount Security"...........................................................5
      "Outstanding"................................................................................5
      "Paying Agent"...............................................................................6
      "Person".....................................................................................6
      "Place of Payment"...........................................................................6
      "Predecessor Security".......................................................................6
      "Redemption Date"............................................................................6
      "Redemption Price"...........................................................................6
      "Responsible Officer"........................................................................6


-----------
(1)      This Table of Contents does not constitute part of the Indenture
         and shall not have any bearing upon the interpretation of any of
         its terms or provisions.


                                             i
<PAGE>

      "Securities".................................................................................6
      "Securities Act".............................................................................6
      "Security Registrar".........................................................................6
      "Securityholder".............................................................................7
      "Stated Maturity"............................................................................7
      "Subsidiary".................................................................................7
      "Trustee"....................................................................................7
      "Trust Indenture Act"........................................................................7
      "Voting Stock"...............................................................................7
      "Yield to Maturity"..........................................................................7

ARTICLE II        DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES...........8

   SECTION 2.01 Designation and Terms of Securities................................................8
   SECTION 2.02 Form of Securities and Trustee's Certificate......................................11
   SECTION 2.03 Denominations; Provisions for Payment.............................................11
   SECTION 2.04 Execution and Authentications.....................................................13
   SECTION 2.05 Registration of Transfer and Exchange.............................................14
   SECTION 2.06 Temporary Securities..............................................................15
   SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities...................................15
   SECTION 2.08 Cancellation......................................................................16
   SECTION 2.09 Benefits of Indenture.............................................................17
   SECTION 2.10 Authenticating Agent..............................................................17
   SECTION 2.11 Global Securities.................................................................17
   SECTION 2.12 CUSIP Numbers.....................................................................19

ARTICLE III       REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS............................19

   SECTION 3.01 Redemption........................................................................19
   SECTION 3.02 Notice of Redemption; Deposit of Redemption Price.................................19
   SECTION 3.03 Payment Upon Redemption...........................................................21
   SECTION 3.04 Sinking Fund......................................................................21
   SECTION 3.05 Satisfaction of Sinking Fund Payments with Securities.............................21
   SECTION 3.06 Redemption of Securities for Sinking Fund.........................................22

ARTICLE IV        CERTAIN COVENANTS...............................................................22

   SECTION 4.01 Payment of Principal, Premium and Interest........................................22
   SECTION 4.02 Maintenance of Office or Agency...................................................23



                                             ii

<PAGE>

   SECTION 4.03 Paying Agents.....................................................................24
   SECTION 4.04 Statement by Officers as to Default...............................................25
   SECTION 4.05 Existence.........................................................................25
   SECTION 4.06 Waiver of Certain Covenants.......................................................25
   SECTION 4.07 Appointment to Fill Vacancy in Office of Trustee..................................26
   SECTION 4.08 Compliance with Consolidation Provisions..........................................26

ARTICLE V         SECURITYHOLDERS' LISTS AND REPORTS BY  THE COMPANY AND THE TRUSTEE..............26

   SECTION 5.01 Company to Furnish Trustee Names and Addresses of Securityholders.................26
   SECTION 5.02 Preservation Of Information; Communications With Securityholders..................26
   SECTION 5.03 Reports by the Company............................................................27
   SECTION 5.04 Reports by the Trustee............................................................27

ARTICLE VI        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
                  EVENT OF DEFAULT................................................................28

   SECTION 6.01 Events of Default.................................................................28
   SECTION 6.02 Collection of Indebtedness and Suits for Enforcement by Trustee...................31
   SECTION 6.03 Application of Moneys Collected...................................................32
   SECTION 6.04 Limitation on Suits...............................................................33
   SECTION 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver......................34
   SECTION 6.06 Control by Securityholders........................................................34
   SECTION 6.07 Undertaking to Pay Costs..........................................................34
   SECTION 6.08 Waiver of Past Defaults...........................................................35

ARTICLE VII       CONCERNING THE TRUSTEE..........................................................35

   SECTION 7.01 Certain Duties and Responsibilities of Trustee....................................35
   SECTION 7.02 Certain Rights of Trustee.........................................................37
   SECTION 7.03 Trustee Not Responsible for Recitals or Issuance or Securities....................38
   SECTION 7.04 May Hold Securities...............................................................39
   SECTION 7.05 Moneys Held in Trust..............................................................39
   SECTION 7.06 Compensation and Reimbursement....................................................39
   SECTION 7.07 Reliance on Officers' Certificate.................................................40
   SECTION 7.08 Disqualification; Conflicting Interests...........................................40



                                             iii

<PAGE>

   SECTION 7.09 Corporate Trustee Required; Eligibility...........................................40
   SECTION 7.10 Resignation and Removal; Appointment of Successor.................................40
   SECTION 7.11 Acceptance of Appointment By Successor............................................42
   SECTION 7.12 Merger, Conversion, Consolidation or Succession to Business.......................43
   SECTION 7.13 Preferential Collection of Claims Against the Company.............................44

ARTICLE VIII      CONCERNING THE SECURITYHOLDERS..................................................44

   SECTION 8.01 Evidence of Action by Securityholders.............................................44
   SECTION 8.02 Proof of Execution by Securityholders.............................................44
   SECTION 8.03 Who May be Deemed Owners..........................................................45
   SECTION 8.04 Certain Securities Owned by Company Disregarded...................................45
   SECTION 8.05 Actions Binding on Future Securityholders.........................................46

ARTICLE IX        SUPPLEMENTAL INDENTURES.........................................................46

   SECTION 9.01 Supplemental Indentures Without the Consent of Securityholders....................46
   SECTION 9.02 Supplemental Indentures With Consent of Securityholders...........................48
   SECTION 9.03 Effect of Supplemental Indentures.................................................48
   SECTION 9.04 Securities Affected by Supplemental Indentures....................................49
   SECTION 9.05 Execution of Supplemental Indentures..............................................49

ARTICLE X         CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE............................50

   SECTION 10.01 When the Company May Consolidate, Merge, Etc.....................................50

ARTICLE XI        SATISFACTION AND DISCHARGE......................................................50

   SECTION 11.01 Satisfaction and Discharge of Indenture..........................................50
   SECTION 11.02 Discharge of Obligations.........................................................51
   SECTION 11.03 Deposited Moneys to be Held in Trust.............................................52
   SECTION 11.04 Payment of Moneys Held by Paying Agents..........................................52
   SECTION 11.05 Repayment to Company.............................................................52

ARTICLE XII       IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                  OFFICERS AND DIRECTORS..........................................................52

   SECTION 12.01 No Recourse......................................................................52

ARTICLE XIII      DEFEASANCE AND COVENANT DEFEASANCE..............................................53

   SECTION 13.01 Company's Option to Effect Defeasance or Covenant Defeasance.....................53



                                                 iv

<PAGE>

   SECTION 13.02 Defeasance and Discharge.........................................................53
   SECTION 13.03 Covenant Defeasance..............................................................54
   SECTION 13.04 Conditions to Defeasance or Covenant Defeasance..................................54
   SECTION 13.05 Deposited Money and Government Obligations to Be Held in
                      Trust; Miscellaneous Provisions.............................................56
   SECTION 13.06 Reinstatement....................................................................57

ARTICLE XIV       MISCELLANEOUS PROVISIONS........................................................57

   SECTION 14.01 Effect on Successors and Assigns.................................................57
   SECTION 14.02 Actions by Successor.............................................................57
   SECTION 14.03 Notices..........................................................................57
   SECTION 14.04 Governing Law....................................................................58
   SECTION 14.05 Treatment of Securities as Debt..................................................58
   SECTION 14.06 Compliance Certificates and Opinions.............................................58
   SECTION 14.07 Payments on Business Days........................................................58
   SECTION 14.08 Conflict with Trust Indenture Act................................................59
   SECTION 14.09 Counterparts.....................................................................59
   SECTION 14.10 Separability.....................................................................59
   SECTION 14.11 Assignment.......................................................................59

</TABLE>

                                               v


<PAGE>

                  INDENTURE, dated as of June 26, 2002, between Unitrin,
Inc., a Delaware corporation (the "Company"), and BNY Midwest Trust
Company, an Illinois trust company, as trustee (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 unsecured debt securities, debentures, notes, bonds, or
other evidences of indebtedness (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 provided in this Indenture;

                  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; and

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

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

                                 ARTICLE I
                                DEFINITIONS

                  SECTION 1.01 Definitions of Terms.

                  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 and of any indenture
supplemental hereto shall have the respective meanings specified in this
Section and shall include the plural as well as the singular. All other
terms used in this Indenture that are defined in the Trust Indenture Act of
1939, as amended, or that are by reference in such Act defined in the
Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities
Act as in force at the date of the execution of this instrument.

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


                                      1
<PAGE>

                  "Authenticating Agent" means an authenticating agent with
respect to all or any of the series of Securities appointed with respect to
all or any series of the Securities by the Trustee pursuant to Section 2.10.

                  "Bankruptcy Law" means Title 11, U.S. Code, or any
similar federal or state bankruptcy, insolvency, reorganization or other
law for the relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Company or any duly authorized committee of such Board.

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

                  "Business Day" means, with respect to any series of
Securities, any day other than a day on which federal or state banking
institutions in the Borough of Manhattan, The City of New York, and
Chicago, Illinois are authorized or obligated by law, executive order or
regulation to close.

                  "Certificate" means a certificate signed by the principal
executive officer, the principal financial officer or the principal
accounting officer of the Company. The Certificate need not comply with the
provisions of Section 14.06.

                  "Company" means Unitrin, Inc., a corporation duly
organized and existing under the laws of the State of Delaware, and,
subject to the provisions of Article Ten, shall also include its successors
and assigns.

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

                  "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 hereof is located at 2
North LaSalle Street, Suite 1020, Chicago, Illinois, 60602.

                  "Custodian" means any receiver, trustee, assignee,
liquidator, sequestrator, custodian or similar official under any
Bankruptcy Law.

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

                  "Deferral Period" with respect to any series of
Securities, means any period during which the Company elects to extend the
interest payment period on such series of Securities pursuant to Section
4.01(b); provided that a Deferral Period (or any extension



                                      2


<PAGE>

thereof) may not extend beyond the Stated Maturity or the Redemption Date of
any Security of such series and must end on an Interest Payment Date or, if
the Securities are redeemed, on an Interest Payment Date or the Redemption
Date for such Securities.

                  "Depositary" 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 Section 2.11.

                  "Event of Default" means, with respect to Securities of a
particular series, any event specified in Section 6.01 (as may be modified
as contemplated by Section 2.01(16)), continued for the period of time, if
any, therein designated.

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

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

                  "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 that, in either case, are not callable or redeemable at the option
of the issuer thereof, and shall also include a depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as
amended) as custodian with respect to any 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
depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the Governmental Obligation or the specific
payment of principal of or interest on the Governmental Obligation
evidenced by such depositary receipt.

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

                  "Indebtedness" of any Person means 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, (b) any
obligation of, or any obligation guaranteed by, such Person for the



                                      3
<PAGE>

repayment of borrowed money, whether or not evidenced by bonds, debentures,
notes or other written instruments, (c) 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), (d) 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, (e) all obligations of such
Person for the reimbursement on any letter of credit, banker's acceptance,
security purchase facility or similar credit transaction, (f) all
obligations of such Person in respect of interest rate swap, cap or other
agreements, interest rate future or options contracts, currency swap
arrangements, currency future or option contracts and other similar
agreements, (g) all obligations of the types referred to in clauses (a)
through (f) above of other persons for the payment of which such Person is
responsible or liable as obligor, guarantor or otherwise, (h) all
obligations of the types referred to in clauses (a) through (g) above of
other persons secured by any lien on any property or asset of such Person
(whether or not such obligation is assumed by such Person), and (i) any
amendments, renewals, extensions, modifications and refundings of any of
the foregoing.

                  "Indenture" means this instrument as originally executed
and as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, including, for all purposes of this instrument and any
such supplemental indenture, the provisions of the Trust Indenture Act that
are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively. The term "Indenture" shall also
include the terms of particular series of Securities established as
contemplated by Section 2.01.

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

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

                  "Officers' Certificate" means a certificate signed by the
Chief Financial Officer, President or a Vice President and by the Treasurer
or an Assistant Treasurer or the Controller or an Assistant Controller or
the Secretary or an Assistant Secretary of the Company that is delivered to
the Trustee in accordance with the terms hereof. Each such certificate
shall include the statements provided for in Section 14.06, if and to the
extent required by the provisions thereof.

                  "Opinion of Counsel" means an opinion in writing of legal
counsel, who may be an employee of or counsel for the Company that is
delivered to the Trustee in accordance with the terms hereof. Each such
opinion shall include the statements provided for in Section 14.06, if and
to the extent required by the provisions thereof.


                                      4
<PAGE>

                  "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" when used with reference to Securities of
any series, means, 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 any Paying Agent, or delivered to
the Trustee or any Paying Agent for cancellation or that 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 III 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 as to which Defeasance (as
defined in Section 13.02) has been effected pursuant to Section 13.02,
provided, however, that in determining whether the holders of the requisite
principal amount of the Outstanding Securities have given, made or taken
any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder as of any date, (A) the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding
shall be the amount of the principal thereof which would be due and payable
as of such date upon acceleration of the maturity thereof to such date
pursuant to Section 6.01(b), (B) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable, the
principal amount of such Security which shall be deemed to be Outstanding
shall be the amount as specified or determined as contemplated by Section
2.01, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date
in the manner provided as contemplated by Section 2.01, of the principal
amount of such Security (or, in the case of a Security described in Clause
(A) or (B) above, of the amount determined as provided in such Clause), and
(D) Securities beneficially owned by the Company or any other obligor upon
such Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which a Responsible Officer of the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or
of such other obligor.



                                      5
<PAGE>

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

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

                  "Place of Payment" when used with respect to the
Securities of any series, means the place or places where the principal of
and any premium and interest on the Securities of that series are payable
as specified as contemplated by Section 2.01.

                  "Predecessor Security" of any particular Security means
every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 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.

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

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

                  "Responsible Officer" when used with respect to the
Trustee, means the Chief Executive Officer, the President, any
Vice-President, the Secretary, the Treasurer, 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" has the meaning stated in the preamble of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

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

                  "Security Registrar" has the meaning set forth in Section
2.05(b).

                  "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.

                  "Stated Maturity" when used with respect to any Security
or any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed



                                      6
<PAGE>

date on which the principal of such Security or such installment of principal
or interest is due and payable.

                  "Subsidiary" means, with respect to any 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, limited liability company, joint venture or
similar entity, at least a majority of whose outstanding partnership,
membership 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 or limited liability
company of which such Person or any of its Subsidiaries is a general
partner or principal managing member.

                  "Trustee" means BNY Midwest Trust Company 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" shall mean each such Person. The term
"Trustee" as used with respect to a particular series of the Securities
shall mean the trustee with respect to that series.

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

                  "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.

                  "Yield to Maturity" means the yield to maturity on a
series of securities calculated at the time of issuance of such series or,
if applicable, of the most recent redetermination of interest on such
series, and calculated in accordance with accepted financial practice.


                                ARTICLE II
                       DESCRIPTION, TERMS, EXECUTION,
                  REGISTRATION AND EXCHANGE OF SECURITIES

                  SECTION 2.01 Designation and Terms of Securities.

                  The aggregate principal amount of Securities that 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 of the Company or pursuant to one or more



                                      7

<PAGE>

indentures supplemental hereto. Prior to the initial issuance of Securities
of any series, there shall be established in or pursuant to a Board
Resolution of the Company, and set forth in an Officers' Certificate of the
Company, or established in one or more indentures supplemental hereto:

                  (1) the title of the Security of the series (which shall
         distinguish the Securities of the 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, or in exchange for, or
         in lieu of, other Securities of that series);

                  (3) the price or prices at which the Company will sell
         the Securities;

                  (4) the Stated Maturity of the Securities;

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

                  (6) 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;

                  (7) the right, if any, to extend the interest payment
         periods and the duration of any such Deferral Period, including
         the maximum consecutive period during which interest payment
         periods may be extended;

                  (8) if the amount of principal of or any premium or
         interest on any Securities of the series may be determined with
         reference to any index, formula, or other method, such as one or
         more currencies, commodities, equity indices or other indices, and
         the manner in which such amounts shall be determined;

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

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



                                      8

<PAGE>

                  (11) the obligation, if any, of the Company to redeem,
         repay or purchase Securities of the series pursuant to any sinking
         fund or analogous provisions (including payments made in cash in
         participation 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 the series shall be redeemed, repaid or purchased,
         in whole or in part, pursuant to such obligation;

                  (12) if other than denominations of one thousand U.S.
         dollars ($1,000) or any integral multiple thereof, the
         denominations in which the Securities of the series shall be
         issuable;

                  (13) if other than the full principal amount thereof, the
         portion, or methods of determining the portion, of the principal
         amount of Securities of the series which shall be payable upon
         declaration of acceleration of the maturity thereof pursuant to
         Section 6.01;

                  (14) if other than the currency of the United States of
         America, the currency, currencies or currency units or composite
         currencies in which the principal of or any premium or interest on
         any Securities of the series shall be payable and the manner of
         determining the equivalent thereof in the currency of the United
         States of America for any purpose, including for purposes of the
         definition of "Outstanding" in Section 1.01;

                  (15) provisions granting special rights to holders of the
         Securities upon the occurrence of specific events;

                  (16) any deletions from, modifications of or additions to
         the Events of Default or the Company's covenants provided for with
         respect to the Securities of the series;

                  (17) if applicable, that the Securities of the series, in
         whole or any specified part, shall be defeasible pursuant to
         Section 13.02 or Section 13.03 or both such Sections and, if other
         than by a Board Resolution, the manner in which any election by
         the Company to defease such Securities shall be evidenced;

                  (18) whether the Securities will be convertible into or
         exchangeable for shares of common stock, preferred stock or other
         securities or property of the Company and, if so, the terms and
         conditions upon which such Securities will be so convertible or
         exchangeable, including the conversion or exchange price and the
         conversion or exchange period;

                  (19) whether the Securities are issuable as a Global
         Security and, in such case, the identity for the Depositary for
         such series and the terms and



                                      9

<PAGE>

         conditions upon which Global Securities may be exchanged for
         certificated debt securities;

                  (20) any special tax implications of the Securities of
         the series, including any provisions for Original Issue Discount
         Securities, if offered;

                  (21) any change in the right of the Trustee or the
         requisite holders of such Securities to declare the principal
         amount thereof due and payable pursuant to Section 6.01;

                  (22) any trustees, authenticating or Paying Agents,
         transfer agents or registrars or other agents with respect to the
         Securities; and

                  (23) any other terms of the series (which terms shall not
         be inconsistent with the provisions of this Indenture, except as
         permitted by Section 9.01(10)), but which may modify or delete any
         provision of this Indenture with respect to such series, provided
         that no such term may modify or delete any provision hereof if
         imposed by the Trust Indenture Act, and provided, further that any
         modification or deletion of the rights, duties or immunities of
         the Trustee hereunder shall have been consented to in writing by
         the Trustee.

                  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 indentures
supplemental hereto.

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

                  Securities of any particular series may be issued at
various times, with different dates on which the principal or any
installment of principal is payable, with different rates of interest, if
any, or different methods by which rates of interest may be determined,
with different dates on which such interest may be payable and with
different redemption dates.

                  SECTION 2.02 Form of Securities and Trustee's Certificate.

                  The Securities of any series and the Trustee's
certificate of authentication to be borne by such Securities shall be
substantially of the tenor and purpose as set forth in one or more
indentures supplemental hereto or as provided in a Board Resolution of the
Company and as set forth in an Officers' Certificate of the Company and may
have such letters, numbers or other marks of identification or designation
and such legends or



                                     10

<PAGE>

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 Denominations; Provisions for Payment.

                  The Securities shall be issuable as registered Securities
and in the denominations of one thousand U.S. dollars ($1,000) or any
integral multiple thereof, subject to Section 2.01(12). The Securities of a
particular series shall bear interest payable on the dates and at the rate
specified with respect to that series. Unless otherwise provided pursuant
to Section 2.01, 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 that 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
Borough of Manhattan, the City and State of New York. Each Security shall
be dated the date of its authentication. Unless otherwise provided pursuant
to Section 2.01, interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.

                  The interest installment on any Security that 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
said 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 such Security will be paid upon
presentation and surrender of such Security as provided in Section 3.03.

                  Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 2.01, any interest
on any Security that 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 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



                                     11

<PAGE>

         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
         or her 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 of the
Company 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 such series shall
mean either the fifteenth 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 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 fifteenth 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 series shall carry
the rights to interest accrued and unpaid, and to accrue, that were carried
by such other Security.



                                     12

<PAGE>

                  SECTION 2.04 Execution and Authentications.

                  The Securities shall be signed on behalf of the Company
by its Chief Executive Officer, the President or one of its Vice
Presidents, under its corporate seal attested by its Secretary or one of
its Assistant Secretaries. Signatures may be in the form of a manual or
facsimile signature. The Company may use the facsimile signature of any
Person who shall have been Chief Executive Officer, President or a Vice
President thereof, or of any Person who shall have been a Secretary or
Assistant Secretary thereof, notwithstanding the fact that at the time the
Securities shall be authenticated and delivered or disposed of such Person
shall have ceased to be the Chief Executive Officer, President or a Vice
President, or the Secretary or an Assistant Secretary, of the Company. The
seal of the Company may be in the form of a facsimile of such seal and may
be impressed, affixed, imprinted or otherwise reproduced on the Securities.
The Securities may contain such notations, legends or endorsements required
by law, stock exchange rule or usage. Each Security shall be dated the date
of its authentication by the Trustee.

                  A Security shall not be valid until authenticated
manually by an authorized signatory of the Trustee, or by an Authenticating
Agent. Such signature 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, the President or
any Vice President and its Secretary or any Assistant Secretary, and the
Trustee in accordance with such written order shall authenticate and
deliver such Securities.

                  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, an Opinion of
Counsel stating that the form and terms thereof have been established in
conformity with the provisions of this Indenture.

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

                  SECTION 2.05 Registration of Transfer and Exchange.

                  (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 Borough of Manhattan, the City and State of New York,
for other Securities of such series of authorized denominations, and for a
like aggregate principal amount, upon payment of a sum sufficient



                                     13

<PAGE>

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 that 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 Borough of Manhattan,
the City and State of New York, or such other location designated by the
Company a register or registers (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 as authorized 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, 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 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 Registrar) by a written
instrument or instruments of transfer, in form satisfactory to the Company
or the Security Registrar, duly executed by the registered holder or by
such holder's duly authorized attorney in writing.

                  (c) No service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new Securities in case
of partial redemption of any series, 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, the second
paragraph of Section 3.03 and Section 9.04 not involving any transfer.

                  (d) The Company shall not be required (i) to issue,
exchange or register the transfer of any Securities during a period
beginning at the opening of business 15 days before the day of the mailing
of a notice of redemption of less than all the Outstanding Securities of
the same series and ending at the close of business on the day of such
mailing, 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.



                                     14

<PAGE>

                  SECTION 2.06 Temporary Securities.

                  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. Such temporary Securities shall be 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 such
series. Without unnecessary delay the Company will execute and will furnish
definitive Securities of such series and thereupon any or all temporary
Securities of such 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 Borough of Manhattan, the City and State of New
York, 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 such series, 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 such series shall be entitled to
the same benefits under this Indenture as definitive Securities of such
series authenticated and delivered hereunder.

                  SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities.

                  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 the Company's request the
Trustee (subject as aforesaid) shall authenticate and deliver, a new
Security of the same series, 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 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 the Trustee
evidence to their satisfaction of the 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 request or authorization of any officer 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 that
has matured or is about to mature 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 the Trustee such security or indemnity as
they may require to save them harmless, and,


                                     15

<PAGE>

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 replacement Security issued pursuant to the
provisions of this Section 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 Cancellation.

                  All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer 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. On request of the Company at the
time of such surrender, the Trustee shall deliver to the Company canceled
Securities held by the Trustee. In the absence of such request the Trustee
may dispose of canceled Securities in accordance with its standard procedures
and deliver a certificate of disposition to the Company. 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 Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express
or implied, shall give or be construed to give to any Person, 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 Authenticating Agent.

                  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 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



                                     16

<PAGE>

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 by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series. Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently
reported or determined by it, sufficient under the laws of any jurisdiction
under which it is organized or in which it is doing business to conduct a
trust business, and that is otherwise authorized under such laws to conduct
such 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.

                  SECTION 2.11 Global Securities.

                  (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
that (i) shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of, all of the Outstanding Securities of
such series, (ii) shall be registered in the name of the Depositary or its
nominee, (iii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary'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 another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary." Any
endorsement of a Security in global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions
given by such Person or Persons as shall be specified therein or in the
written request signed in the name of the Company, by the Chief Executive
Officer, the President or any Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer thereof to
be delivered to the Trustee pursuant to Section 2.04 or Section 2.06.

                  (b) Notwithstanding the provisions of Section 2.05, 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 another nominee of the
Depositary



                                     17

<PAGE>

for such series, or to a successor Depositary for such series selected or
approved by the Company or to a nominee of such successor Depositary.

                  (c) If at any time the Depositary for a series of the
Securities notifies the Company that it is unwilling or unable to continue
as Depositary for such series or if at any time the Depositary for such
series shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depositary
for such 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, this Section 2.11 shall no longer be applicable to the
Securities of such series and the Company will execute, and subject to
Section 2.05, the Trustee will authenticate and deliver the Securities of
such 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. In addition, the Company may at any time determine 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 such series. In such 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 the Securities of such 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(c) shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.

                  SECTION 2.12 CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to
Securityholders; 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 III
            REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

                  SECTION 3.01 Redemption.

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

                  SECTION 3.02 Notice of Redemption; Deposit of Redemption
Price.

                  (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, the Company
shall, or shall cause the Trustee to, give notice of such redemption to
holders of the Securities of such series to be redeemed by mailing, first
class postage prepaid, a notice of such redemption not less than 30 days
and not more than 90 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 unless a shorter period is specified in the
Securities to be redeemed. Any notice that 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 such series or any other series. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with any such restriction.

                  Each such notice of redemption shall 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 such Securities to be redeemed will be made at the office or
agency of the Company in the Borough of Manhattan, the City and State of
New York, upon presentation and surrender of such Securities, that interest
accrued to the date fixed for redemption will be paid as specified in said
notice, that from and after said 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 in whole or in part
shall specify the particular Securities to be so redeemed. In case any
Security is to be redeemed in part only, the notice that 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 such series in
principal amount equal to the unredeemed portion thereof will be issued.

                  (b) If less than all the Securities of a series are to be
redeemed, the Company shall give the Trustee at least 45 days' notice in
advance of the date fixed for



                                     19

<PAGE>

redemption as to the aggregate 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 that
may provide for the selection of a portion or portions (equal to one thousand
U.S. dollars ($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, in whole or in part.

                  The Company may, if and whenever it shall so elect, by
delivery of instructions signed on its behalf by its Chief Executive
Officer, the President or any Vice President, 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.

                  (c) Prior to any date fixed for redemption, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided
in Section 4.03(b)) an amount of money sufficient to pay the Redemption
Price of, and (except if the date fixed for redemption shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date.

                  SECTION 3.03 Payment Upon Redemption.

                  (a) If the giving of notice of redemption shall have been
completed as above provided, 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, said 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). If any Security called
for redemption shall not be so paid upon surrender thereof for redemption,
the principal and any premium shall, until paid, bear interest from the
date fixed for redemption at the rate prescribed therefor in the Security.



                                     20

<PAGE>

                  (b) Upon presentation of any Security of such series that
is to be redeemed in part only, the Company shall execute and 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 of the same series of authorized denominations in principal amount
equal to the unredeemed portion of the Security so presented.

                  SECTION 3.04 Sinking Fund.

                  The provisions of Sections 3.04, 3.05 and 3.06 shall be
applicable 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 such series.

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

                  SECTION 3.05 Satisfaction of Sinking Fund Payments with
Securities.

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

                  SECTION 3.06 Redemption of Securities for Sinking Fund.

                  Not less than 45 days prior to each sinking fund payment
date for any series of Securities, the Company will deliver to the Trustee
an Officers' Certificate specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of the series, the
portion thereof, if any, that is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 3.05 and the basis
for such credit 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



                                     21

<PAGE>

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 IV
                             CERTAIN COVENANTS

                  SECTION 4.01 Payment of Principal, Premium and Interest.

                  (a) The Company shall pay or cause to be paid the
principal of and premium, if any, and interest (including interest accruing
during any Deferral Period) on the Securities on or prior to the dates and
in the manner provided in such Securities or pursuant to this Indenture. An
installment of principal, premium, if any, or interest shall be considered
paid on the applicable due date if on such date the Trustee or the Paying
Agent holds, in accordance with this Indenture, money sufficient to pay all
of such installment then due.

                  (b) Notwithstanding the provisions of Section 4.01(a) or
any other provision herein to the contrary, the Company shall have the
right, as provided in an Officer's Certificate or Supplemental Indenture
issued pursuant to Section 2.01, in its sole and absolute discretion at any
time and from time to time while the Securities of any series are
outstanding, so long as no Event of Default with respect to such series of
Securities has occurred and is continuing, to defer payments of interest by
extending the interest payment period for such series of Securities for the
maximum consecutive period, if any, specified for such series of
Securities, provided that such Deferral Period (or any extension thereof)
may not extend beyond the Stated Maturity date or Redemption Date of any
Security of such series, and must end on an Interest Payment Date or, if
the Securities are redeemed, on an Interest Payment Date or the Redemption
Date for such Securities, and provided further that at the end of each
Deferral Period the Company shall pay all interest then accrued and unpaid
(together with interest thereon to the extent permitted by applicable law
at the rate accruing on such Securities). Prior to the termination of a
Deferral Period, the Company may shorten or may further extend the interest
payment period for such series of Securities, provided that such Deferral
Period together with all such previous and further extensions may not
exceed the maximum consecutive period specified for such series of
Securities, end on a date other than an Interest Payment Date or extend
beyond the Stated Maturity date or Redemption Date of any Security of such
series. The Company shall give the Trustee written notice of the Company's
election to begin a Deferral Period for any series of Securities and any
shortening or extension thereof at least five Business Days prior to the
date the interest on such Securities is payable. The Company shall give or
cause the Trustee to give notice (a form of which shall be provided by the
Company to the Trustee) of the Company's election to begin a Deferral
Period to the Holders by first class mail, postage prepaid.



                                     22

<PAGE>

                  SECTION 4.02 Maintenance of Office or Agency.

                  So long as any series of the Securities remains
Outstanding, the Company agrees to maintain an office or agency in the
Borough of Manhattan, the City and State of New York, 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 the Company shall, by
written notice signed by its Chief Executive Officer, President or a Vice
President and delivered to the trustee, designate some other office or
agency for such purposes or any of them. 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 designate one or
more other offices or agencies where the Securities of one or more series
may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of
any change in the location of any such other office or agency.

                  SECTION 4.03 Paying Agents.

                  (a) If the Company shall appoint one or more Paying
Agents for all or any series of the Securities, other than the Trustee, 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:

                  (1) that it will 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) that it will 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;



                                     23

<PAGE>

                  (3) that it will, 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) that it will 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, 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 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 this action or failure so to act.

                  (c) Notwithstanding anything in this Section to the
contrary, (i) the agreement to hold sums in trust as provided in this
Section is subject to the provisions of Section 11.05, 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 money.

                  SECTION 4.04 Statement by Officers as to Default.

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



                                     24

<PAGE>

                  SECTION 4.05 Existence.

                  Subject to 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.

                  SECTION 4.06 Waiver of Certain Covenants.

                  Except as otherwise specified as contemplated by Section
2.01 for Securities of such series, the Company may, with respect to the
Securities of any series, omit in any particular instance to comply with
any term, provision or condition set forth in any covenant provided
pursuant to Sections 2.01(16), 9.01(4) or 9.01(7) for the benefit of the
holders of such series or in Section 4.06 if before the time for such
compliance the holders of at least a majority in aggregate principal amount
of the Outstanding Securities of such series shall, by act of such holders,
either waive such compliance in such instance or generally waive compliance
with such term, provision or condition, but no such waiver shall extend to
or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.

                  SECTION 4.07 Appointment to Fill Vacancy in Office of
Trustee.

                  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 4.08 Compliance with Consolidation Provisions.

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



                                     25

<PAGE>

                                 ARTICLE V
                   SECURITYHOLDERS' LISTS AND REPORTS BY
                        THE COMPANY AND THE TRUSTEE

                  SECTION 5.01 Company to Furnish Trustee Names and
Addresses of Securityholders.

                  The Company will furnish or cause to be furnished to the
Trustee (a) as of the record date for the determination of holders to whom
interest is payable on any Interest Payment Date for each series, a list,
in such form as the Trustee may reasonably require, of the names and
addresses of the holders of each series of 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, that, in either case, no
such list need be furnished for any series for which the Trustee shall be
the Security Registrar.

                  SECTION 5.02 Preservation Of Information; Communications
With Securityholders.

                  (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) Securityholders may communicate as provided in
Section 312(b) of the Trust Indenture Act with other Securityholders with
respect to their rights under this Indenture or under the Securities.

                  SECTION 5.03 Reports by the Company.

                  (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 may be 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



                                     26

<PAGE>

prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports that 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 the rules and regulations
prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the
Company with the conditions and covenants provided for in this Indenture as
may be required from time to time by such rules and regulations.

                  (c) The Company covenants and agrees to transmit to the
Securityholders, such summaries of any information, documents and reports
required to be filed by the Company pursuant to subsections (a) and (b) of
this Section as may be required by the Trust Indenture Act and the rules
and regulations prescribed from time to time by the Commission.

                  SECTION 5.04 Reports by the Trustee.

                  (a) On or before March 31 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
December 31, if and to the extent required under Section 313(a) of the
Trust Indenture Act.

                  (b) The Trustee shall comply with Sections 313(b) and
313(c) of the Trust Indenture Act.

                  (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 notify the
Trustee when any Securities become listed on any stock exchange.


                                ARTICLE VI
                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            ON EVENT OF DEFAULT

                  SECTION 6.01 Events of Default.

                  (a) Whenever used herein with respect to Securities of a
particular series, "Event of Default" means any one or more of the
following events that has occurred and is continuing, whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation


                                     27

<PAGE>

of any administrative or governmental body, unless such event is
specifically deleted or modified in accordance with Section 2.01:

                  (1) the Company defaults 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; provided, however, that
         during any Deferral Period for the Securities of that series,
         failure to pay interest on the Securities of that series shall not
         constitute a default in the payment of interest for this purpose;
         and, provided, further, that a valid extension of an interest
         payment period by the Company in accordance with the terms of any
         indenture supplemental hereto, shall not constitute a default in
         the payment of interest for this purpose;

                  (2) the Company defaults 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, because of acceleration or otherwise,
         or in any payment required by any sinking or analogous fund
         established with respect to that series; provided, however, that a
         valid extension of the maturity of such Securities in accordance
         with the terms of any indenture supplemental hereto shall not
         constitute a default in the payment of principal or premium, if any;

                  (3) the Company fails to observe or perform any other of
         its covenants or agreements with respect to that series contained
         in this Indenture or otherwise established with respect to that
         series of Securities pursuant to Section 2.01 hereof (other than a
         covenant or agreement that 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) the entry by a court of competent jurisdiction of:

                           (i) a decree or order for relief in respect of
                  the Company in an involuntary proceeding under any
                  applicable Bankruptcy Law and such decree or order shall



                                     28

<PAGE>

                  remain unstayed and in effect for a period of 90
                  consecutive days;

                           (ii) a decree or order adjudging the Company to
                  be insolvent, or approving a petition seeking
                  reorganization, arrangement, adjustment or composition of
                  the Company and such decree or order shall remain
                  unstayed and in effect for a period of 90 consecutive
                  days; or

                           (iii) a final and non-appealable order
                  appointing a Custodian of the Company or of any
                  substantial part of the property of the Company, or
                  ordering the winding up or liquidation of the affairs of
                  the Company;

                  (5) the Company pursuant to or within the meaning of any
         Bankruptcy 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

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

                  (b) Except as otherwise specified with respect to a
series of Securities in accordance with the provisions of Section 2.01, if
an Event of Default (other than an Event of Default specified in Sections
6.01(a)(5) or 6.01(a)(6)) with respect to Securities of any series at the
time Outstanding occurs and is continuing, 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 (or, if any
Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such
series) to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable. If an Event
of Default specified in Sections 6.01(a)(5) or 6.01(a)(6) with respect to
Securities of any series at the time Outstanding occurs, the principal
amount of all the Securities of that series (or, if any Securities of that
series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action
on the part of the Trustee or any holder, become immediately due and payable.



                                     29

<PAGE>

                  (c) 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 holders of a majority in
aggregate principal amount of the Securities of that series then
Outstanding hereunder, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if: (i) the
Company has paid or deposited 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 that 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 or Yield to Maturity (in the case of Original
Issue Discount Securities) expressed in the Securities of that series (or
at the respective rates of interest or Yields to Maturity of all the
Securities, as the case may be) to the date of such payment or deposit) and
the amount payable to the Trustee under Section 7.06, and (ii) any and all
Events of Default under the Indenture with respect to such series, other
than the nonpayment of principal on Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such
series) that shall not have become due by their terms, shall have been
remedied or waived as provided in Section 6.08.

                  No such rescission and annulment shall extend to or shall
affect any subsequent default or 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 Collection of Indebtedness and Suits for
Enforcement by Trustee.

                  (a) The Company covenants that (1) in case it shall
default in the payment of any installment of interest on any of the
Securities of a series, or 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, and such default shall have continued for a
period of 30 Business Days, or (2) in case it shall default 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, 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



                                     30

<PAGE>

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 expressed in the Securities of that
series; and, in addition thereto, such further amount as shall be sufficient
to cover the reasonable costs and expenses of collection, and the amount
payable to the Trustee under Section 7.06.

                  (b) If the Company shall fail to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of
an express trust, shall be entitled and empowered to institute any action
or proceedings at law or in equity for the collection of the sums so due
and unpaid, and may prosecute any such action or 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 the
moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or other obligor upon the Securities of that
series, wherever situated.

                  (c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or
judicial proceedings affecting the Company, or its creditors or property,
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 under
the Indenture at the date of institution of such proceedings and for any
additional amount that may become due and payable by the Company 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 such 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 such series.

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



                                     31

<PAGE>

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 contained herein shall be deemed to authorize the
Trustee to authorize or consent to or 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.

                  SECTION 6.03 Application of Moneys Collected.

                  Any moneys collected by the Trustee pursuant to this
Article with respect to a particular series of Securities shall be applied
in the following order, 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 Securities of that
series, and notation 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 such 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 payment of the remainder, if any, to the
         Company, its successors or assigns or to whomever may be lawfully
         entitled to receive the same or as a court of competent
         jurisdiction may direct.

                  SECTION 6.04 Limitation on Suits.

                  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 (i) such holder
previously shall have given to the Trustee written notice of an Event of
Default and of the continuance thereof with respect to the Securities of
such series specifying such Event of Default, as hereinbefore provided;
(ii) 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; (iii) such holder or holders 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 (iv)
the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity, shall



                                     32

<PAGE>

have failed to institute any such action, suit or proceeding and (v) during
such 60-day period, the holders of a majority in principal amount of the
Securities of that series do not give the Trustee a direction inconsistent
with the request.

                  Notwithstanding anything contained herein to the
contrary, any other provisions of this Indenture, 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 and by accepting a Security hereunder it is expressly
understood, intended and covenanted by the taker and holder of every
Security of such series with every other such taker and holder and the
Trustee, that no one or more holders of Securities of such 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 such
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.

                  SECTION 6.05 Rights and Remedies Cumulative; Delay or
Omission Not Waiver.

                  (a) Except as otherwise provided in Section 2.07, 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 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 to be a waiver of any such
default or on 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 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 Control by Securityholders.

                  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



                                     33

available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to such series; provided, however, that such direction
shall not be in conflict with any rule of law or with this Indenture or be
unduly prejudicial to the rights of holders of Securities of any other series
at the time Outstanding determined in accordance with Section 8.04. 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 would involve the Trustee in personal liability.

                  SECTION 6.07 Undertaking to Pay Costs.

                  All parties to this Indenture agree, and each holder of
any Securities by such holder's 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, against any party
litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Securityholder, or group of Securityholders, holding
more than 10% in aggregate principal amount of the Outstanding Securities
of any series, or to 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.

                  SECTION 6.08 Waiver of Past Defaults.

                  The holders of not less than a majority in principal
amount of the Outstanding Securities of any series, determined in
accordance with Section 8.04, may on behalf of the holders of all the
Securities of such series waive any past default hereunder with respect to
such series and its consequences, except a default

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

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

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



                                     34

<PAGE>

                                ARTICLE VII
                           CONCERNING THE TRUSTEE

                  SECTION 7.01 Certain Duties and Responsibilities of Trustee.

                  (a) The Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of a series and after the curing of
all Events of Default with respect to the Securities of that series that
may have occurred, shall undertake to perform with respect to the
Securities of such 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 the Securities of a series has occurred (that has not been
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
man would exercise or use under the circumstances in the conduct of his own
affairs.

                  (b) Within 90 days after the occurrence of any default
hereunder as to which the Trustee has received written notice, the Trustee
shall give to all Securityholders, at their last addresses as they shall
appear upon the Security Register, notice of such default, unless such
default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of, premium, if any,
or interest on any Security 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 or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in
the interest of the Securityholders; and provided, further, that in the
case of any default of the character specified in Section 6.01(3), (4) or
(5), no such notice to Securityholders shall be given until at least 60
days after the occurrence thereof or, if applicable, the expiration of the
cure period specified therein. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

                  (c) 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:

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

                           (ii) the duties and obligations of the Trustee
                  shall with respect to the Securities of such series be
                  determined solely by the express provisions of this
                  Indenture, and the Trustee shall not be liable with
                  respect to the Securities of such series except for the
                  performance of such duties and obligations as are
                  specifically set forth



                                     35

<PAGE>

                  in this Indenture, and no implied covenants or obligations
                  shall be read into this Indenture against the Trustee; and

                           (iii) in the absence of bad faith on the part of
                  the Trustee, the Trustee may with respect to the
                  Securities of such 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 that 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;

                  (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 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.

                  SECTION 7.02 Certain Rights of Trustee.

                  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,



                                     36

<PAGE>

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

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

                  (c) The Trustee may consult with counsel, and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken 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
reasonable costs, expenses and liabilities that may be incurred therein or
thereby;

                  (e) 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;

                  (f) 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 so to do 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; and

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



                                     37

<PAGE>

                  SECTION 7.03 Trustee Not Responsible for Recitals or
Issuance or Securities.

                  (a) The recitals contained herein and in 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
such 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.

                  SECTION 7.04 May Hold Securities.

                  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 Moneys Held in Trust.

                  Subject to the provisions of Section 11.05, 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 with the Company to pay thereon.

                  SECTION 7.06 Compensation and Reimbursement.

                  (a) The Company covenants and agrees to pay to the
Trustee, and the Trustee shall be entitled to, such reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), as the Company and the
Trustee may from time to time agree in writing, 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 hereunder of the Trustee, and,
except as otherwise expressly provided herein, 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,



                                     38

<PAGE>


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 reasonable 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 reasonable expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be
secured by a lien prior 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.

                  SECTION 7.07 Reliance on Officers' Certificate.

                  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, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of
the Trustee, be deemed to be conclusively proved and established by an
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 Disqualification; Conflicting Interests.

                  If the Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act,
the Trustee and the Company shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

                  SECTION 7.09 Corporate Trustee Required; Eligibility.

                  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 U.S. dollars
($50,000,000), 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 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



                                     39

<PAGE>

Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 7.10.

                  SECTION 7.10 Resignation and Removal; Appointment of
Successor.

                  (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
such 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 such
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 such
series, or any Securityholder of that series 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 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 one 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, or
         shall be adjudged a bankrupt or insolvent, or commence a voluntary
         bankruptcy proceeding, or a receiver of the Trustee or of its
         property shall be appointed or consented to, or any public officer
         shall take charge or control of the Trustee or of its property or
         affairs for the purpose of rehabilitation, conservation or
         liquidation;

then, in any such case, (i) the Company 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 (ii) unless the Trustee's duty to



                                     40

<PAGE>

resign is stayed as provided herein, any Securityholder who has been a bona
fide holder of a Security or Securities for at least six months may, on
behalf of that holder and all others similarly 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.

                  (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 such series by so notifying the
Trustee and the Company and may appoint a successor Trustee for such series
with the consent of the Company.

                  (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 Acceptance of Appointment By Successor.

                  (a) In case of the appointment hereunder of a successor
trustee with respect to all Securities, every such successor trustee so
appointed shall execute, acknowledge and deliver to the Company 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.

                  (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 (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates, (2) shall contain such
provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as



                                     41

<PAGE>

to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee and
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, 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 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 ten
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 Merger, Conversion, Consolidation or
Succession to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to 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
Section 7.08 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper or



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<PAGE>

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 Preferential Collection of Claims Against
the Company.

                  The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section
311(b) of the Trust Indenture Act. A Trustee who has resigned or been
removed shall be subject to Section 311(a) of the Trust Indenture Act to
the extent included therein.


                               ARTICLE VIII
                       CONCERNING THE SECURITYHOLDERS

                  SECTION 8.01 Evidence of Action by Securityholders.

                  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 such 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 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, however, 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.



                                     43

<PAGE>

                  SECTION 8.02 Proof of Execution by Securityholders.

                  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 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.

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

                  SECTION 8.03 Who May be Deemed Owners.

                  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
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, 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 Certain Securities Owned by Company
Disregarded.

                  In determining whether the holders of the requisite
aggregate principal amount of Securities of a particular series have
concurred in any direction, consent of waiver under this Indenture, the
Securities of that series that 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 that the Trustee actually knows are
so owned shall be so disregarded. The Securities so owned that 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



                                     44

<PAGE>

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 Actions Binding on Future Securityholders.

                  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 that
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 other required 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 IX
                          SUPPLEMENTAL INDENTURES

                  SECTION 9.01 Supplemental Indentures Without the Consent
of Securityholders.

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

                  (1) to cure any ambiguity, defect, or inconsistency
         herein, in the Securities of any series;

                  (2) to comply with Article Ten;

                  (3) to provide for uncertificated Securities in addition
         to or in place of certificated Securities;

                  (4) to add to the covenants of the Company for the
         benefit of the holders of all or any series of Securities (and if
         such covenants are to be for the benefit of less than all series
         of Securities, stating that such



                                     45

<PAGE>

         covenants are expressly being included solely for the benefit of
         such series) or to surrender any right or power herein conferred
         upon the Company;

                  (5) to add to, delete from, or revise the conditions,
         limitations, and restrictions on the authorized amount, terms, or
         purposes of issue, authentication, and delivery of Securities, as
         herein set forth;

                  (6) to make any change that does not adversely affect the
         rights of any Securityholder in any material respect;

                  (7) to provide for the issuance of and establish the form
         and terms and conditions of the Securities of any series as
         provided in Section 2.01, to establish the form of any
         certifications required to be furnished pursuant to the terms of
         this Indenture or any series of Securities, or to add to the
         rights of the holders of any series of Securities;

                  (8) 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);

                  (9) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or
         facilitate the issuance of Securities in uncertificated form;

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

                  (11) to secure the Securities; or

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



                                     46

<PAGE>

stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that 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 Supplemental Indentures With Consent of
Securityholders.

                  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 Board
Resolutions, 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 not covered by Section 9.01 the
rights of the holders of the Securities of such 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 institute suit for any payment on or with
respect to any Security; (v) 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; (vi) reduce the requirements contained in this Indenture
for quorum or voting; or (vii) modify any of the above provisions.

                  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.

                  SECTION 9.03 Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture pursuant
to the provisions of this Article or of Article X, this Indenture shall,
with respect to such series, be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of



                                     47

<PAGE>

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 Affected by Supplemental Indentures.

                  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 or of
Article X, 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 of the Company, 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 Execution of Supplemental Indentures.

                  Upon the request of the Company, accompanied by its Board
Resolutions 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. The Trustee, subject to the provisions of Section
7.01, may 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; provided, however, that such Opinion of Counsel need not
be provided in connection with the execution of a supplemental indenture
that establishes the terms of a series of Securities pursuant to Section
2.01 hereof.

                  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.



                                     48

<PAGE>


                                 ARTICLE X
                     CONSOLIDATION, MERGER, CONVEYANCE,
                             TRANSFER OR LEASE

                  SECTION 10.01 When the Company May Consolidate, Merge, Etc.

                  The Company may not (a) merge with or into or consolidate
with, or (b) sell, assign, transfer, lease or convey all or substantially
all of its properties and assets to, any Person other than, with respect to
this clause (b), a direct or indirect wholly-owned subsidiary of the
Company, and no Person shall (x) merge with or into or consolidate with the
Company, or (y) except for any direct or indirect wholly-owned subsidiary
of the Company, sell, assign, transfer, lease or convey all or
substantially all of its properties and assets to the Company, unless:

                  (a) the Company is the surviving corporation or the
Person formed by or surviving such merger or consolidation or to which such
sale, assignment, transfer, lease or conveyance shall have been made (the
"Successor"), if other than the Company, shall expressly assume by an
indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, all the obligations of the Company under
the Securities and this Indenture;

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

                  (c) the Company delivers to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such supplemental
indenture complies with this Indenture.

                  The Successor will be the successor to the Company, and
will be substituted for, and may exercise every right and power and become
the obligor on the Securities with the same effect as if the Successor had
been named as the Company herein but, in the case of a sale, assignment,
transfer, lease or conveyance of all or substantially all of the properties
and assets of the Company, the predecessor Company will not be released
from its obligations to pay the principal of, premium, if any, and interest
on the Securities.


                                ARTICLE XI
                         SATISFACTION AND DISCHARGE

                  SECTION 11.01 Satisfaction and Discharge of Indenture.

                  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 that shall have been destroyed,
lost or stolen and that shall have been replaced or paid as provided in
Section 2.07) and Securities for whose payment money or Governmental



                                     49

<PAGE>

Obligations have 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 11.05); or (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 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, 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 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 such series by the Company then this Indenture shall
thereupon cease to be of further effect with respect to such series except
for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10,
that shall survive until the date of maturity or redemption date, as the
case may be, and Sections 7.06 and 11.05, that 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 execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to such series.

                  SECTION 11.02 Discharge of Obligations

                  If at any time all such Securities of a particular series
not heretofore delivered to the Trustee for cancellation or that 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
money in U.S. dollars sufficient or an amount of non-callable Governmental
Obligations, the principal of and interest on which when due, will be
sufficient or a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent 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 such 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 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof
that shall survive until such Securities shall mature and be paid.
Thereafter, Sections 7.06 and 11.05 shall survive.

                  SECTION 11.03 Deposited Moneys to be Held in Trust

                  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



                                     50

<PAGE>

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 11.04 Payment of Moneys Held by Paying Agents.

                  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 11.05 Repayment to Company.

                  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 be repaid to the Company on
May 31 of each year or (if then held by the Company) shall be discharged
from such trust; and thereupon the Paying Agent 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 XII
             IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                               AND DIRECTORS

                  SECTION 12.01 No Recourse.

                  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



                                     51

<PAGE>

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 or 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 XIII
                     DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 13.01 Company's Option to Effect Defeasance or
Covenant Defeasance.

                  The Company may elect, at its option at any time, to have
Section 13.02 or Section 13.03 applied to any Securities or any series of
Securities, as the case may be, designated pursuant to Section 2.01 as
being defeasible pursuant to such Sections 13.02 or 13.03, in accordance
with any applicable requirements provided pursuant to Section 2.01 and upon
compliance with the conditions set forth below in this Article. Any such
election shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 2.01 for such Securities.

                  SECTION 13.02 Defeasance and Discharge.

                  Upon the Company's exercise of its option (if any) to
have this Section applied to any Securities or any series of Securities, as
the case may be, the Company shall be deemed to have been discharged from
its obligations with respect to such Securities as provided in this Section
on and after the date the conditions set forth in Section 13.04 are
satisfied (hereinafter called "Defeasance"). For this purpose, such
Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and to
have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise
terminated or discharged hereunder: (1) the rights of holders of such
Securities to receive, solely from the trust fund described in Section
13.04 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when
payments are due, (2) the Company's obligations with respect to such
Securities under Sections 2.05, 2.06, 2.07, 4.01, 4.02 and 4.03, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and
(4) this Article. Subject to compliance with this Article, the Company may
exercise its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section
13.03 applied to such Securities.


                                     52

<PAGE>

                  SECTION 13.03 Covenant Defeasance.

                  Upon the Company's exercise of its option (if any) to
have this Section applied to any Securities or any series of Securities, as
the case may be, (1) the Company shall be released from its obligations
under Article X, Section 4.6, and any covenants provided pursuant to
Sections 2.01(a)(16), 9.01(4) or 9.01(7) for the benefit of the holders of
such Securities and (2) the occurrence of any event specified in Sections
6.01(a)(3) (with respect to any of Article X, Section 4.6, and any such
covenants provided pursuant to Sections 2.01(a)(16), 9.01(4) or 9.01(7)),
6.01(a)(7) and 6.01(a)(8) shall be deemed not to be or result in an Event
of Default, in each case with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section
13.04 are satisfied (hereinafter called "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such
specified Section (to the extent so specified in the case of Section
6.01(a)(3)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any
such Section to any other provision herein or in any other document, but
the remainder of this Indenture and such Securities shall be unaffected
thereby.

                  SECTION 13.04 Conditions to Defeasance or Covenant
Defeasance.

                  The following shall be the conditions to the application
of Section 13.02 or Section 13.03 to any Securities or any series of
Securities, as the case may be:

                  (1) The Company shall irrevocably have deposited or
         caused to be deposited with the Trustee (or another trustee which
         satisfies the requirements contemplated by Section 7.09 and agrees
         to comply with the provisions of this Article applicable to it) as
         trust funds in trust for the purpose of making the following
         payments, specifically pledged as security for, and dedicated
         solely to, the benefits of the holders of such Securities, (A)
         money in an amount, or (B) Government Obligations which through
         the scheduled payment of principal and interest in respect thereof
         in accordance with their terms will provide, not later than one
         day before the due date of any payment, money in an amount, or (C)
         a combination thereof, in each case sufficient, in the opinion of
         a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the
         Trustee, to pay and discharge, and which shall be applied by the
         Trustee (or any such other qualifying trustee) to pay and
         discharge, the principal of and any premium and interest on such
         Securities on the respective Stated Maturities, in accordance with
         the terms of this Indenture and such Securities.

                  (2) In the event of an election to have Section 13.02
         apply to any Securities or any series of Securities, as the case
         may be, the Company shall have delivered to the Trustee an Opinion
         of Counsel stating that (A)



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         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 the applicable federal income
         tax law, in either case (A) or (B) to the effect that, and based
         thereon such opinion shall confirm that, the holders of such
         Securities will not recognize gain or loss for federal income tax
         purposes as a result of the deposit, Defeasance and discharge to be
         effected with respect to such Securities and will be subject to
         federal income tax on the same amount, in the same manner and at the
         same times as would be the case if such deposit, Defeasance and
         discharge were not to occur.

                  (3) In the event of an election to have Section 13.03
         apply to any Securities or any series of Securities, as the case
         may be, the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that the holders of such Securities will
         not recognize gain or loss for federal income tax purposes as a
         result of the deposit and Covenant Defeasance to be effected with
         respect to such Securities and will be subject to federal income
         tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit and Covenant Defeasance were
         not to occur.

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

                  (5) No event which is, or after notice or lapse of time
         or both would become, an Event of Default with respect to such
         Securities or any other Securities shall have occurred and be
         continuing at the time of such deposit or, with regard to any such
         event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time
         on or prior to the 90th day after the date of such deposit (it
         being understood that this condition shall not be deemed satisfied
         until after such 90th day).

                  (6) Such Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under,
         any indenture or other agreement or instrument for borrowed money,
         pursuant to which in excess of $100,000,000 principal amount is
         then outstanding, to which the Company is a party or by which it
         is bound.

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



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

                  SECTION 13.05 Deposited Money and Government Obligations
to Be Held in Trust; Miscellaneous Provisions.

                  Subject to the provisions of Section 4.03(d), all money
and Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 13.06, the Trustee and any such other trustee are
referred to collectively as the "Trustee") pursuant to Section 13.04 in
respect of any Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the holders of such Securities, of all sums due and to become
due thereon in respect of principal and any premium and interest, but money
so held in trust need not be segregated from other funds except to the
extent required by law.

                  The Company shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 13.04 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the holders of Outstanding
Securities.

                  Anything in this Article to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon
request of the Company any money or Government Obligations held by it as
provided in Section 13.04 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are
in excess of the amount thereof which would then be required to be
deposited to effect the Defeasance or Covenant Defeasance, as the case may
be, with respect to such Securities.

                  SECTION 13.06 Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any Securities by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Sections 13.02 or 13.03 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to
Section 13.05 with respect to such Securities in accordance with this
Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such




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reinstatement of its obligations, the Company shall be subrogated to the
rights (if any) of the holders of such Securities to receive such payment
from the money so held in trust.


                                ARTICLE XIV
                          MISCELLANEOUS PROVISIONS

                  SECTION 14.01 Effect on Successors and Assigns.

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

                  SECTION 14.02 Actions by Successor.

                  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 Person
that shall at the time be the lawful sole successor of the Company.

                  SECTION 14.03 Notices.

                  Except as otherwise expressly provided herein any notice
or demand that 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 letterbox addressed (until another address
is filed in writing by the Company with the Trustee), as follows: Unitrin,
Inc., One East Wacker, Chicago, Illinois 60601, Attention: Chief Financial
Officer, with copies of any notice of an Event of Default to the attention
of the General Counsel at the same address. Any 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.

                  SECTION 14.04 Governing Law.

                  This Indenture and each Security shall be deemed to be a
contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State.

                  SECTION 14.05 Treatment of Securities as Debt.

                  It is intended that the Securities will be treated as
indebtedness and not as equity for federal income tax purposes. The
provisions of this Indenture shall be interpreted to further this intention.



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                  SECTION 14.06 Compliance Certificates and Opinions.

                  (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 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 14.07 Payments on Business Days.

                  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 14.08 Conflict with Trust Indenture Act.

                  If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by Sections 310 to
317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

                  SECTION 14.09 Counterparts.

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




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                  SECTION 14.10 Separability.

                  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 14.11 Assignment

                  The Company will have the right at all times to assign
any of its rights or obligations under this Indenture to a direct or
indirect wholly owned subsidiary of the Company, provided that, in the
event of any such assignment, the Company, will remain liable for all such
obligations. Subject to the foregoing, the Indenture is binding upon and
inures to the benefit of the parties thereto and their respective
successors and assigns. This Indenture may not otherwise be assigned by the
parties thereto.



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

                                         UNITRIN, INC.
                                         as Issuer


                                         By: /s/ Eric J. Drant
                                             ----------------------------
                                             Name:  Eric J. Drant
                                             Title: Executive Vice President
                                                    and Chief Financial Officer

Attest:  /s/ Scott Renwick
         ----------------------
Name:   Scott Renwick
Title:  Secretary

                                         BNY MIDWEST TRUST COMPANY,
                                         as Trustee


                                         By: /s/ Mary A. Callahan
                                            ---------------------------
                                            Name:  Mary A. Callahan
                                            Title: Assistant Vice President

Attest:  /s/ J. Bartolini
         ----------------------
Name:   J. Bartolini
Title:  Vice President