EXHIBIT 4.1

                                                                  EXECUTION COPY




                             HARLEYSVILLE GROUP INC.


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

                                     SENIOR
                                    INDENTURE

                            Dated as of July 7, 2003

           Providing for Issuance of Senior Debt Securities in Series

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









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


                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

                                   as Trustee

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


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<PAGE>

                                TABLE OF CONTENTS
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<S>     <C>                    <C>                                                                             <C>

Article 1.  DEFINITIONS AND INCORPORATION BY REFERENCE...........................................................1

         Section 1.01.         Definitions.......................................................................1

         Section 1.02.         Other Definitions.................................................................4

         Section 1.03.         Incorporation by Reference of Trust Indenture Act.................................4

         Section 1.04.         Rules of Construction.............................................................5

         Section 1.05.         Acts of Holders...................................................................5

Article 2.  THE SECURITIES.......................................................................................6

         Section 2.01.         Form and Dating...................................................................6

         Section 2.02.         Amount Unlimited; Issuable in Series..............................................7

         Section 2.03.         Denominations....................................................................10

         Section 2.04.         Execution and Authentication.....................................................10

         Section 2.05.         Registrar and Paying Agent; Appointment of Depositary............................11

         Section 2.06.         Paying Agent to Hold Money in Trust..............................................11

         Section 2.07.         Holder Lists.....................................................................12

         Section 2.08.         Transfer and Exchange............................................................12

         Section 2.09.         Replacement Securities...........................................................15

         Section 2.10.         Outstanding Securities...........................................................15

         Section 2.11.         Treasury Securities..............................................................16

         Section 2.12.         Temporary Securities.............................................................16

         Section 2.13.         Cancellation.....................................................................16

         Section 2.14.         Defaulted Interest...............................................................17

Article 3.  REDEMPTION AND PREPAYMENT...........................................................................17

         Section 3.01.         Applicability of Article.........................................................17

         Section 3.02.         Selection of Securities to Be Redeemed...........................................17

         Section 3.03.         Notice of Redemption.............................................................18

         Section 3.04.         Effect of Notice of Redemption...................................................19

         Section 3.05.         Deposit of Redemption or Purchase Price..........................................19

         Section 3.06.         Securities Redeemed or Purchased in Part.........................................19

         Section 3.07.         Mandatory Redemption; Sinking Fund...............................................19

Article 4.  COVENANTS...........................................................................................21

         Section 4.01.         Payment of Securities............................................................21

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<S>      <C>                   <C>                                                                            <C>
         Section 4.02.         Maintenance of Office or Agency..................................................21

         Section 4.03.         Reports..........................................................................22

         Section 4.04.         Compliance Certificate...........................................................22

         Section 4.05.         Continued Existence..............................................................23

         Section 4.06.         Stay, Extension and Usury Laws...................................................23

Article 5.  SUCCESSORS..........................................................................................23

         Section 5.01.         Merger, Consolidation, or Sale of Assets.........................................23

         Section 5.02.         Successor Person Substituted.....................................................24

Article 6.  DEFAULTS AND REMEDIES...............................................................................24

         Section 6.01.         Events of Default................................................................24

         Section 6.02.         Acceleration.....................................................................25

         Section 6.03.         Other Remedies...................................................................26

         Section 6.04.         Waiver of Past Defaults; Rescission of Acceleration..............................26

         Section 6.05.         Control by Majority..............................................................26

         Section 6.06.         Limitation on Suits..............................................................27

         Section 6.07.         Rights of Holders of Securities to Receive Payment...............................27

         Section 6.08.         Collection Suit by Trustee.......................................................27

         Section 6.09.         Trustee May File Proofs of Claim.................................................27

         Section 6.10.         Priorities.......................................................................28

         Section 6.11.         Undertaking for Costs............................................................28

Article 7.  TRUSTEE.............................................................................................29

         Section 7.01.         Duties of Trustee................................................................29

         Section 7.02.         Rights of Trustee................................................................30

         Section 7.03.         Individual Rights of Trustee.....................................................30

         Section 7.04.         Trustee's Disclaimer.............................................................31

         Section 7.05.         Notice of Defaults...............................................................31

         Section 7.06.         Reports by Trustee to Holders of the Securities..................................31

         Section 7.07.         Compensation and Indemnity.......................................................31

         Section 7.08.         Replacement of Trustee...........................................................32

         Section 7.09.         Successor Trustee by Merger, etc.................................................33

         Section 7.10.         Eligibility; Disqualification....................................................33

         Section 7.11.         Preferential Collection of Claims Against Company................................34

Article 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE............................................................34
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<S>      <C>                   <C>                                                                            <C>
         Section 8.01.         Option to Effect Legal Defeasance or Covenant Defeasance.........................34

         Section 8.02.         Legal Defeasance and Discharge...................................................35

         Section 8.03.         Covenant Defeasance..............................................................36

         Section 8.04.         Conditions to Legal or Covenant Defeasance.......................................36

         Section 8.05.         Deposited Money and U.S. Government Obligations to be Held in Trust; Other
                               Miscellaneous Provisions.........................................................37

         Section 8.06.         Repayment to Company.............................................................38

         Section 8.07.         Reinstatement....................................................................38

Article 9.  AMENDMENT, SUPPLEMENT AND WAIVER....................................................................39

         Section 9.01.         Without Consent of Holders of Securities.........................................39

         Section 9.02.         With Consent of Holders of Securities............................................40

         Section 9.03.         Compliance with Trust Indenture Act..............................................41

         Section 9.04.         Revocation and Effect of Consents................................................41

         Section 9.05.         Notation on or Exchange of Securities............................................42

         Section 9.06.         Trustee to Sign Amendments, etc..................................................42

Article 10. MEETINGS OF HOLDERS.................................................................................42

         Section 10.01.        Purposes for Which Meeting  May Be Called........................................42

         Section 10.02.        Call, Notice and Place of Meetings...............................................42

         Section 10.03.        Persons Entitled to Vote at Meetings.............................................43

         Section 10.04.        Quorum; Action...................................................................43

         Section 10.05.        Determination of Voting  Rights; Conduct and Adjournment of Meetings.............44

         Section 10.06.        Counting Votes and Recording Action of Meetings..................................44

         Section 10.07.        Article Subject to Other Provisions..............................................45

Article 11. MISCELLANEOUS.......................................................................................45

         Section 11.01.        Trust Indenture Act Controls.....................................................45

         Section 11.02.        Notices..........................................................................45

         Section 11.03.        Communication by Holders of Securities with Other Holders of Securities..........46

         Section 11.04.        Certificate and Opinion as to Conditions Precedent...............................46

         Section 11.05.        Statements Required in Certificate or Opinion....................................47

         Section 11.06.        Rules by Trustee and Agents......................................................47

         Section 11.07.        No Personal Liability of Directors, Officers, Employees and Stockholders.........47
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<S>     <C>                    <C>                                                                            <C>
         Section 11.08.        Governing Law....................................................................47

         Section 11.09.        No Adverse Interpretation of Other Agreements....................................48

         Section 11.10.        Successors.......................................................................48

         Section 11.11.        Severability.....................................................................48

         Section 11.12.        Counterpart Originals............................................................48

         Section 11.13.        Table of Contents, Headings, etc.................................................48

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                                      -iv-

<PAGE>


Reconciliation and Tie Between the Trust Indenture Act of 1939 and Indenture
dated as of July 7, 2003 between Harleysville Group Inc. and J.P. Morgan Trust
Company, National Association, as Trustee

ACT SECTION                    INDENTURE SECTION

310(a)(1)                      7.10
310(a)(2)                      7.10
310(a)(3)                      N/A
310(a)(4)                      N/A
310(a)(5)                      7.10
310(b)                         7.03, 7.08, 7.10
310(c)                         N/A
311(a)                         7.11
311(b)                         7.11
311(c)                         N/A
312(a)                         2.07
312(b)                         11.03
312(c)                         11.03
313(a)                         7.06
313(b)                         7.06
313(c)                         7.06, 11.02
313(d)                         7.06
314(a)                         4.03
314(b)                         N/A
314(c)                         4.04, 11.05
314(d)                         N/A
314(e)                         11.05
314(f)                         N/A
315(a)                         7.01
315(b)                         7.05
315(c)                         7.01
315(d)                         7.01
315(e)                         6.11
316(a)(1)                      6.04, 6.05
316(a)(2)                      N/A
316(a) last sentence           2.11
316(b)                         6.07
317(a)                         6.08, 6.09
317(b)                         2.06
318                            11.01


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

<PAGE>


     INDENTURE dated as of July 7, 2003 between Harleysville Group Inc., a
Delaware corporation, and J.P. Morgan Trust Company, National Association, as
Trustee.

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

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

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

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01.    DEFINITIONS.


     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; PROVIDED, HOWEVER,
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.


     "AGENT" means any Registrar or Paying Agent.


     "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.


     "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the Company
or any authorized committee of the Board of Directors.


     "BOARD RESOLUTION" means a resolution of the Board of Directors.


     "BUSINESS DAY" means any day other than a Legal Holiday.


     "CODE" means the Internal Revenue Code of 1986, as amended.


     "COMPANY" means Harleysville Group Inc., a Delaware corporation, and any
and all successors thereto.

<PAGE>

     "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be the address of the Trustee
specified in Section 11.02 hereof or such other address as to which the Trustee
may give notice to the Company.


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


     "DEFAULT" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.


     "DEPOSITARY" means, with respect to any series of Securities issuable or
issued in whole or in part in global form, the Person specified in Section 2.05
hereof as the Depositary with respect to the Global Securities of that series,
and any and all successors thereto registered and in good standing as a clearing
agency under the Exchange Act, appointed as depositary hereunder and having
become such pursuant to the applicable provision of this Indenture.


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


     "GLOBAL SECURITIES" means, individually and collectively, the Securities
issued in global form issued in accordance with Sections 2.01 and 2.08 hereof.


     "HOLDER" means a Person in whose name a Security is registered.


     "INDENTURE" means this Indenture, as amended and restated hereby or as
amended, waived or supplemented from time to time and shall include and
incorporate by reference the forms and terms of particular series of Securities
established as contemplated hereunder.


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


     "INTEREST PAYMENT DATE" when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.


     "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.


     "OFFICER" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary, any Assistant Secretary, any Vice President or any Assistant Vice
President of such Person.


     "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the requirements of Section 11.05
hereof.

                                      -2-
<PAGE>

     "OPINION OF COUNSEL" means an opinion from legal counsel that meets the
requirements of Section 11.05 hereof. The counsel may be an employee of or
counsel to the Company, any Subsidiary of the Company or the Trustee.


     "PARTICIPANT" means, with respect to the Depositary, a Person who has an
account with the Depositary.


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


     "RESPONSIBLE OFFICER" when used with respect to the Trustee, means any
officer within the Institutional Trust Services department of the Trustee (or
any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers, in each case who is the officer responsible for the
administration of this Indenture, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.


     "SEC" means the Securities and Exchange Commission.


     "SECURITIES" has the meaning assigned to it in the preamble to this
Indenture.


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


     "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of
this Indenture.


     "STATED MATURITY" means, with respect to any interest or principal on any
series of Securities, the date on which such payment of interest or principal is
scheduled to be paid thereon by its terms as in effect from time to time, and
does not include any contingent obligation to repay, redeem or repurchase any
such interest or principal prior to the date scheduled for the payment thereof.


     "SUBSIDIARY" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock or other equity interests entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
(of such Person or a combination thereof) and (ii) any partnership (a) the sole
general partner or the managing general partner of which is such a Person or a
Subsidiary of such Person or (b) the only general partners of which are such
Person or one or more Subsidiaries of such Person (or any combination thereof.)


     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb
as amended) as in effect on the date on which this Indenture is qualified under
the TIA.

                                      -3-
<PAGE>

     "TRUSTEE" means the party named as such above until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.


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

SECTION 1.02.     OTHER DEFINITIONS

                                                                     Defined in
Term                                                                  Section

"Act"..................................................................1.05
"Authentication Order".................................................2.04
"Covenant Defeasance"..................................................8.03
"custodian"............................................................6.01
"Event of Default".....................................................6.01
"Legal Defeasance".....................................................8.02
"mandatory sinking fund payment".......................................3.07
"Notice of Default"....................................................6.01
"optional sinking fund payment"........................................3.07
"outstanding"..........................................................8.02
"Paying Agent".........................................................2.05
"Registrar"............................................................2.05
"sinking fund payment date"............................................3.07

SECTION 1.03.     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.


     The following TIA terms used in this Indenture have the following meanings:


     "INDENTURE SECURITY HOLDER" means a Holder of a Security;


     "INDENTURE TO BE QUALIFIED" means this Indenture;

                                      -4-
<PAGE>

     "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee;


     "OBLIGOR" on the Securities means the Company and any successor obligor
upon the Securities.


     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein have the meanings so assigned to them.

SECTION 1.04.     RULES OF CONSTRUCTION.


     For the purposes of this Indenture, unless the context otherwise requires:


     (1) a term has the meaning assigned to it;


     (2) an accounting term not otherwise defined has the meaning assigned to it
in accordance with United States generally accepted accounting principles;


     (3) "or" is not exclusive;


     (4) words in the singular include the plural, and in the plural include the
singular;


     (5) provisions apply to successive events and transactions; and


     (6) references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement of successor sections or rules adopted
by the SEC from time to time.

SECTION 1.05.     ACTS OF HOLDERS.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders, in person or by an agent duly appointed in writing
or may be embodied in and evidenced by the record of Holders voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders duly called and held in accordance with the provisions of
Article 10, or a combination of such instruments or record and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments and so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent or proxy shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section and
Section 10.06. The record of any meeting of Holders shall be proved in the
manner provided in Section 10.06.

                                      -5-
<PAGE>

     (b) Without limiting the generality of this Section, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depositary that
is a Holder of a Global Security, may make, give or take, by a proxy, or
proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be made, given or taken by Holders, and a Depositary that is a
Holder of a Global Security may provide its proxy or proxies to the beneficial
owners of interests in any such Global Security through such Depositary's
standing instructions and customary practices.

     (c) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any manner which the Trustee deems sufficient.

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

                                   ARTICLE 2.
                                 THE SECURITIES

SECTION 2.01.     FORM AND DATING.

     (a) GENERAL. The Securities of each series shall be in substantially the
form attached hereto as Exhibit A-1, or such other form as shall be established
by or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
applicable securities exchange, organizational document, governing instrument or
law or as may, consistently herewith, be determined by the officers executing
such Securities as evidenced by their execution of the Securities. If temporary
Securities of any series are issued as permitted by Section 2.12, the form
thereof also shall be established as provided in the preceding sentence. If the
forms of Securities of any series are established by, or by action taken
pursuant to, a Board Resolution, a copy of the Board 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 the
certificate, together with an appropriate record of any such action taken
pursuant thereto, including a copy of the approved form of Securities shall be
delivered to the Trustee at or prior to the delivery of the Authentication Order
contemplated by Section 2.04 for the authentication and delivery of such
Securities. The Trustee's certificate of authentication shall be in
substantially the following form:


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

                               J.P. Morgan Trust Company, National Association,
                               as Trustee

                                By: ____________________________________
                                    Authorized Signatory

                                      -6-
<PAGE>

     (b) GLOBAL SECURITIES. If Securities of or within a series are issuable in
whole or in part in global form, any such Security may provide that it shall
represent the aggregate or specified amount of outstanding Securities from time
to time endorsed thereon and may also provide that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased to reflect exchanges. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders, of outstanding Securities represented thereby, shall be made
in such manner and by such Person or Persons as shall be specified therein or
upon the written order of the Company signed by an Officer to be delivered to
the Trustee pursuant to Section 2.04 or 2.12. Subject to the provisions of
Section 2.04, Section 2.12, if applicable, and Section 2.08, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable written order of the Company signed by an Officer. Any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing.


     The provisions of the last paragraph of Section 2.04 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with a written instructions with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last paragraph of Section 2.04.


     Notwithstanding the provisions of this Section 2.01, unless otherwise
specified as contemplated by Section 2.02, payment of principal of, premium, if
any, and interest on any Security in permanent global form shall be made to the
Holder thereof.

SECTION 2.02.     AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

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

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

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (which limit shall not pertain to Securities authenticated and delivered
     upon registration of transfer of, or in exchange for, or in lieu of, other
     Securities of the series pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05
     or any Securities that, pursuant to Section 2.04, are deemed never to have
     been authenticated and delivered hereunder);

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

                                      -7-
<PAGE>

          (4) the rate or rates at which the Securities of the series shall bear
     interest, if any, or the method or methods of calculating such rate or
     rates of interest, the date or dates from which such interest shall accrue
     or the method or methods by which such date or dates shall be determined,
     the Interest Payment Dates on which any such interest shall be payable, the
     right, if any, of the Company to defer or extend an Interest Payment Date,
     the record date, if any, for the interest payable on any Security on any
     Interest Payment Date, and the basis upon which interest shall be
     calculated if other than that of a 360-day year of twelve 30-day months;

          (5) the place or places where the principal of, premium, if any, and
     interest, if any, on Securities of the series shall be payable, any
     Securities of the series may be surrendered for registration of transfer,
     Securities of the series may be surrendered for exchange and notices and
     demands to or upon the Company in respect of the Securities of the series
     and this Indenture may be served and notices to Holders pursuant to Section
     10.02 will be published;

          (6) the period or periods within which, the price or prices at which,
     the currency or currencies (including currency unit or units) in which, and
     the other terms and conditions upon which, Securities of the series may be
     redeemed, in whole or in part, at the option of the Company and, if other
     than as provided in Section 3.03, the manner in which the particular
     Securities of such series (if less than all Securities of such series are
     to be redeemed) are to be selected for redemption;

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

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

          (9) if other than U.S. dollars, the currency or currencies (including
     currency unit or units) in which the principal of, premium, if any, and
     interest, if any, on the Securities of the series shall be payable, or in
     which the Securities of the series shall be denominated, and the particular
     provisions applicable;

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

          (11) if the amount of payments of principal of, premium, if any, and
     interest, if any, on the Securities of the series shall be determined with
     reference to an index, formula or other method (which index, formula or
     method may be based, without limitation, on a currency or currencies

                                      -8-
<PAGE>

     (including currency unit or units) other than that in which the Securities
     of the series are denominated or designated to be payable), the index,
     formula or other method by which such amounts shall be determined and any
     special voting or defeasance provisions in connection therewith;

          (12) if other than the principal amount thereof, the portion of the
     principal amount of such Securities of the series which shall be payable
     upon declaration of acceleration thereof pursuant to Section 6.02 or the
     method by which such portion shall be determined;

          (13) the Person to whom any interest on any Security of the series
     shall be payable;

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

          (15) any deletions from, modifications of or additions to the Events
     of Default set forth in Section 6.01 or covenants of the Company set forth
     in Article 4 pertaining to the Securities of the series;

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

          (17) the forms of the Securities of the series;

          (18) the applicability, if any, to the Securities of the series of
     Sections 8.02 and 8.03, or such other means of defeasance or covenant
     defeasance as may be specified for the Securities of such series;

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

          (20) if the Securities of the series shall be issued in whole or in
     part in global form, (A) the Depositary for such Global Securities, (B)
     whether beneficial owners of interests in any Securities of the series in
     global form may exchange such interests for certificated Securities of such
     series, to be registered in the names of or to be held by such beneficial
     owners or their nominees and to be of like tenor of any authorized form and
     denomination, and (C) if other than as provided in Section 2.08, the
     circumstances under which any such exchange may occur;

          (21) the designation of the Depositary;

          (22) any restrictions on the registration, transfer or exchange of the
     Securities;

          (23) if the Securities of the series may be issued or delivered
     (whether upon original issuance or upon exchange of a temporary Security of
     such series or otherwise), or any installment of principal or interest is

                                      -9-
<PAGE>

     payable, only upon receipt of certain certificates or other documents or
     satisfaction of other conditions in addition to those specified in this
     Indenture, the form and terms of such certificates, documents or
     conditions;

          (24) the terms and conditions of any right to convert or exchange
     Securities of the series into or for other securities or property of the
     Company;

          (25) whether the Securities are secured or unsecured, and if secured,
     the security and related terms in connection therewith (which shall be
     provided for in a separate security agreement and/or other appropriate
     documentation); and

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

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

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

SECTION 2.03.     DENOMINATIONS.

     Unless otherwise provided as contemplated by Section 2.02, Securities of a
series denominated in Dollars shall be issuable in denominations of U.S. $1,000
and any integral multiple thereof. Securities denominated in a foreign currency
shall be issuable in such denominations as are established with respect to such
Securities in or pursuant to this Indenture.

SECTION 2.04.     EXECUTION AND AUTHENTICATION.

     An Officer shall sign the Securities for the Company by manual or facsimile
signature.

     If an Officer whose signature is on a Security no longer holds that office
at the time a Security is authenticated, the Security shall nevertheless be
valid.

                                      -10-
<PAGE>

     A Security shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Security has
been authenticated under this Indenture.

     The Trustee shall, upon a written order of the Company signed by an Officer
(an "AUTHENTICATION ORDER"), together with an Officers' Certificate and an
Opinion of Counsel, authenticate Securities for original issue in the aggregate
principal amount stated in the Authentication Order.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.13 together with a written statement stating that such
Security has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall not be entitled to the benefits of this Indenture.

SECTION 2.05.     REGISTRAR AND PAYING AGENT; APPOINTMENT OF DEPOSITARY.

     The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange ("REGISTRAR") and an
office or agency where Securities may be presented for payment ("PAYING AGENT").
The Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "REGISTRAR" includes any co-registrar and the
term "PAYING AGENT" includes any additional paying agent. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company shall
promptly notify the Trustee in writing of the name and address of any Agent not
a party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar.

     The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Securities.

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent with respect to the Securities and to act as Custodian with respect
to the Global Securities.

SECTION 2.06.     PAYING AGENT TO HOLD MONEY IN TRUST.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium or interest on the Securities or other payments in respect of the
Securities or otherwise held by it as Paying Agent, and will notify the Trustee

                                      -11-
<PAGE>

of any default by the Company in making any such payment when due. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Securities.

SECTION 2.07.     HOLDER LISTS.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss.312(a). If the Trustee is not
the Registrar, the Company shall furnish to the Trustee at least seven Business
Days before each Interest Payment Date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Holders of Securities,
and the Company shall otherwise comply with TIA ss.312(a).

SECTION 2.08.     TRANSFER AND EXCHANGE.

     (a) Upon surrender for registration of transfer of any certificated
Security of any series at the office or agency maintained pursuant to Section
4.02 in a place of payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new certificated Securities of the same series, of
any authorized denominations and of a same aggregate principal amount and like
tenor and containing identical terms and provisions.

     (b) At the option of the Holder, Securities of any series (except a
Security in global form) may be exchanged for other Securities of the same
series, of any authorized denominations, of a same aggregate principal amount
and like tenor and containing identical terms and provisions, upon surrender of
the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

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

     (d) If at any time the Depositary for the Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be registered and in good standing as a clearing

                                      -12-
<PAGE>

agency under the Exchange Act, the Company shall appoint a successor Depositary
with respect to the Securities of such series. If a successor Depositary for the
Securities of such series is not appointed by the Company prior to the
resignation of the Depositary and, in any event, within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the
Company's designation of the Depositary pursuant to Section 2.02(b)(21) shall no
longer be effective with respect to the Securities of such series and the
Company shall execute, and the Trustee, upon receipt of an Authentication Order
for the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver, Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

     (e) The Company may at any time in its sole discretion determine that all
(but not less than all) Securities of a series issued in global form shall no
longer be represented by such a Security or Securities in global form. In such
event the Company shall execute, and the Trustee, upon receipt of an
Authentication Order for the authentication and delivery of certificated
Securities of such series of like tenor, shall authenticate and deliver,
Securities of such series of like tenor in certificated form, in authorized
denominations and in an aggregate principal amount equal to the principal amount
of the Security or Securities of such series of like tenor in global form in
exchange for such Security or Securities in global form.

     (f) If specified by the Company pursuant to Section 2.02 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

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


          and

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

     (g) Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee. Securities in certificated form issued in exchange for a Security in
global form pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such Security in global
form, pursuant to instructions from its direct or Indirect Participants or
otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such
Securities to the Persons in whose names such Securities are so registered.

                                      -13-
<PAGE>

     (h) Whenever any Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

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

     (j) Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company, the Registrar or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company, the Registrar and the Trustee duly executed by the
Holder thereof or his attorney duly authorized in writing.

     (k) No service charge shall be made for any registration of transfer or for
any exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration or transfer or exchange of Securities, other
than exchanges pursuant to Section 2.12 or 3.06 not involving any transfer.

     (l) The Company shall not be required (i) to issue, register the transfer
of, or exchange any Securities for a period beginning at the opening of business
15 days before any selection for redemption of Securities of like tenor and of
the series of which such Security is a part and ending at the close of business
on the earliest date on which the relevant notice of redemption is deemed to
have been given to all Holders of Securities of like tenor and of such series to
be redeemed; or (ii) to register the transfer of or exchange any Security so
selected for redemption, in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

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

     (n) The following legend shall appear on the face of all Global Securities
unless specifically stated otherwise in the applicable provision of this
Indenture:

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

     (o) At such time as all beneficial interests in a particular Global
Security have been exchanged for definitive Securities or a particular Global


                                      -14-
<PAGE>

Security has been redeemed, repurchased or canceled in whole and not in part,
each such Global Security shall be returned to or retained and canceled by the
Trustee in accordance with Section 2.13 hereof. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Security or for definitive Securities, the
principal amount of Securities represented by such Global Security shall be
reduced accordingly and an endorsement shall be made on such Global Security by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Security, such other Global Security shall be increased
accordingly and an endorsement shall be made on such Global Security by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

     (p) Prior to due presentment for the registration of a transfer of any
Security, the Trustee, any Agent and the Company may deem and treat the Person
in whose name any Security is registered as the absolute owner of such Security
for the purpose of receiving payment of principal of and interest on such
Securities and for all other purposes, and neither the Trustee, any Agent nor
the Company shall be affected by notice to the contrary. Notwithstanding the
foregoing, with respect to any Global Security, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
any Depositary, as a Holder, with respect to such Global Security or impair, as
between such Depositary and owners of beneficial interests in such Global
Security, the operation of customary practices governing the exercise of the
rights of such Depositary (or its nominee) as Holder of such Global Security.

SECTION 2.09.     REPLACEMENT SECURITIES.

     If any mutilated Security is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Security, the Company shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Security if the
Trustee's requirements are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Company to protect the Company, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer if a
Security is replaced. The Company may charge for its expenses in replacing a
Security.

     Every replacement Security is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Securities duly issued hereunder.

SECTION 2.10.     OUTSTANDING SECURITIES.

     The Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Security effected by
the Trustee in accordance with the provisions hereof, and those described in

                                      -15-
<PAGE>

this Section as not outstanding. Except as set forth in Section 2.11 hereof, a
Security does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Security.

     If a Security is replaced pursuant to Section 2.09 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a "protected purchaser" (within the meaning of
Article 8 of the Uniform Commercial Code) or a Person with comparable status
under other applicable law.

     If the principal amount of any Security is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Securities payable on that date, then on and after that date such
Securities shall be deemed to be no longer outstanding and shall cease to accrue
interest.

SECTION 2.11.     TREASURY SECURITIES.

     In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities that the Trustee knows are so
owned shall be so disregarded.

SECTION 2.12.     TEMPORARY SECURITIES.

     Until certificates representing Securities are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of certificated Securities but may have variations
that the Company considers appropriate for temporary Securities and as shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities.

     Holders of temporary Securities shall be entitled to all of the benefits of
this Indenture.

SECTION 2.13.     CANCELLATION.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy canceled Securities (subject to the record retention requirement
of the Exchange Act). Certification of the destruction of all canceled
Securities shall be delivered to the Company. The Company may not issue new
Securities to replace Securities that it has paid or that have been delivered to
the Trustee for cancellation.

                                      -16-
<PAGE>


SECTION 2.14.     DEFAULTED INTEREST.


     If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Securities. The Company shall notify the Trustee in writing of the amount
of defaulted interest proposed to be paid on each Security and the date of the
proposed payment. The Company shall fix or cause to be fixed each such special
record date and payment date, PROVIDED that no such special record date shall be
less than 10 days prior to the related payment date for such defaulted interest.
At least 15 days before the special record date, the Company (or, upon the
written request of the Company, the Trustee in the name and at the expense of
the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid. Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.01.     APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to the Securities of any
series which are redeemable before their maturity or to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.02 for Securities of such series.

SECTION 3.02.     SELECTION OF SECURITIES TO BE REDEEMED.

     If less than all of the Securities of any series are to be redeemed at any
time, the Trustee shall select the Securities of such series to be redeemed
among the Holders of the Securities of such series in compliance with the
requirements of the principal national securities exchange, if any, on which the
Securities of such series are listed or, if the Securities of such series are
not so listed, to be redeemed among the Holders of Securities of such series on
a PRO RATA basis, by lot or by such method as the Trustee deems fair and
appropriate; PROVIDED that no Securities of $1,000 or less shall be redeemed in
part. In the event of partial redemption by lot, the particular Securities of
such series to be redeemed shall be selected, unless otherwise provided herein,
not less than 30 nor more than 60 days prior to the redemption date by the
Trustee from the outstanding Securities of the series not previously called for
redemption.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Security selected for partial
redemption, the principal amount thereof to be redeemed. Securities and portions
of Securities selected shall be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Securities of a series of a Holder are to be
redeemed, the entire outstanding amount of Securities of such series held by
such Holder, even if not a multiple of $1,000, shall be redeemed. A new Security
of the same series in principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon cancellation of the

                                      -17-
<PAGE>

original Security. Securities called for redemption shall become due on the
redemption date. On and after the redemption date, interest will cease to accrue
on the Securities or portions of them called for redemption. Except as provided
in this Section 3.02, provisions of this Indenture that apply to Securities
called for redemption shall also apply to portions of Securities called for
redemption.

SECTION 3.03.     NOTICE OF REDEMPTION.

     At least 30 days but not more than 60 days before a redemption date, the
Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Securities are to be redeemed at its registered
address.


     The notice shall identify the Securities to be redeemed, including the
series thereof, and shall state:

     (a) the redemption date;

     (b) the redemption price;

     (c) the name and address of the Paying Agent;

     (d) that Securities called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (e) that, unless the Company defaults in making such redemption payment,
interest on Securities called for redemption will cease to accrue on and after
the redemption date;

     (f) that any Security being redeemed in part, the portion of the principal
amount of such Security to be redeemed and that, after the redemption date upon
surrender of such Security, a new Security or Securities of the same series in
principal amount equal to the unredeemed portion shall be issued upon
cancellation of the original;

     (g) the paragraph of the Securities and/or Section of this Indenture
pursuant to which the Securities called for redemption are being redeemed; and

     (h) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Securities.


     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense; PROVIDED, HOWEVER, that the
Company shall have delivered to the Trustee, at least 30 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

                                      -18-
<PAGE>

SECTION 3.04.     EFFECT OF NOTICE OF REDEMPTION.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Securities called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.05.     DEPOSIT OF REDEMPTION OR PURCHASE PRICE.

     One Business Day prior to 10:00 a.m., Eastern Time, on any redemption date,
the Company shall deposit with the Trustee or with the Paying Agent money in
immediately available funds sufficient to pay the redemption or purchase price
of and accrued interest, if any, on all Securities to be redeemed or purchased
on that date. The Trustee or the Paying Agent shall promptly return to the
Company any money deposited with the Trustee or the Paying Agent by the Company
in excess of the amounts necessary to pay the redemption or purchase price of,
and accrued interest on, all Securities to be redeemed or purchased.

SECTION 3.06.     SECURITIES REDEEMED OR PURCHASED IN PART.

     Upon surrender of a Security that is redeemed or purchased in part, the
Company shall issue and, upon the Company's written request, the Trustee shall
authenticate for the Holder at the expense of the Company a new Security of the
same series equal in principal amount to the unredeemed or unpurchased portion
of the Security surrendered.

SECTION 3.07.     MANDATORY REDEMPTION; SINKING FUND.

     The Company shall not be required to make mandatory redemption or sinking
fund payments with respect to the Securities, unless otherwise specified in the
terms of a particular series of Securities. If a mandatory or optional sinking
fund is specified in the terms of a particular series of Securities, the
following provisions will apply thereto (unless otherwise specified):

     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." The last date on which any such payment may be made is herein
referred to as a "sinking fund payment date."

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its
option (a) deliver to the Trustee Securities of that series theretofore
purchased by the Company and (b) may apply as a credit Securities of that series
which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of optional sinking fund
payments pursuant to the next succeeding paragraph, in each case in satisfaction
of all or any part of any mandatory sinking fund payment, provided that such
Securities have not been previously so credited. Each such Security so delivered
or applied as a credit shall be credited at the sinking fund redemption price
for such Securities and the amount of any mandatory sinking fund shall be
reduced accordingly. If the Company intends so to deliver or credit such


                                      -19-
<PAGE>

Securities with respect to any mandatory sinking fund payment it shall deliver
to the Trustee at least 45 days prior to the next succeeding sinking fund
payment date for such series (a) a certificate signed by any Officer specifying
the portion of such sinking fund payment, if any, to be satisfied by payment of
cash and the portion of such sinking fund payment, if any, which is to be
satisfied by delivering and crediting such Securities and (b) any Securities to
be so delivered. All Securities so delivered to the Trustee shall be cancelled
by the Trustee and no Securities shall be authenticated in lieu thereof. If the
Company fails to deliver such certificate and Securities at or before the time
provided above, the Company shall not be permitted to satisfy any portion of
such mandatory sinking fund payment by delivery or credit of Securities.


     At its option the Company may pay into the sinking fund for the retirement
of Securities of any particular series, on or before each sinking fund payment
date for such series, any additional sum in cash as specified by the terms of
such series of Securities. If the Company intends to exercise its right to make
any such optional sinking fund payment, it shall deliver to the Trustee at least
45 days prior to the next succeeding sinking fund payment date for such series
of Securities a certificate signed by any Officer stating that the Company
intends to exercise such optional right and specifying the amount which the
Company intends to pay on such sinking fund payment date. If the Company fails
to deliver such certificate at or before the time provided above, the Company
shall not be permitted to make any optional sinking fund payment with respect to
such sinking fund payment date. To the extent that such right is not exercised
in any year it shall not be cumulative or carried forward to any subsequent
year.


     If the sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000 (or a lesser sum if the Company shall so request) with
respect to the Securities of any particular series, it shall be applied by the
Trustee or one or more Paying Agents on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund
redemption price together with accrued interest to the date fixed for
redemption. The Trustee shall select, in the manner provided in Section 3.02,
for redemption on such sinking fund payment date a sufficient principal amount
of Securities of such series to exhaust said cash, as nearly as may be, and the
Trustee shall, at the expense and in the name of the Company, thereupon cause
notice of redemption of Securities of such series to be given in substantially
the manner and with the effect provided in Sections 3.02 and 3.03 for the
redemption of Securities of that series in part at the option of the Company,
except that the notice of redemption shall also state that the Securities of
such series are being redeemed for the sinking fund. Any sinking fund moneys not
so applied or allocated by the Trustee or any Paying Agent to the redemption of
Securities of that series shall be added to the next cash sinking fund payment
received by the Trustee or the Paying Agent and, together with such payment,
shall be applied in accordance with the provisions of this Section 3.07. Any and
all sinking fund moneys held by the Trustee or any Paying Agent on the maturity
date of the Securities of any particular series, and not held for the payment or
redemption of particular Securities of such series, shall be applied by the
Trustee or such Paying Agent, together with other moneys, if necessary, to be
deposited sufficient for the purpose, to the payment of the principal of the
Securities of that series at maturity. On or before each sinking fund payment
date, the Company shall pay to the Trustee or to one or more Paying Agents in
cash a sum equal to all interest accrued to the date fixed for redemption on
Securities to be redeemed on the next following sinking fund payment date
pursuant to this Section. Neither the Trustee nor any Paying Agent shall redeem
any Securities of a series with sinking fund moneys, and the Trustee shall not

                                      -20-
<PAGE>

mail any notice of redemption of Securities for such series by operation of the
sinking fund, during the continuance of a default in payment of interest on such
Securities or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph), except that if the notice of redemption of
any Securities shall theretofore have been mailed in accordance with the
provisions hereof, the Trustee or any paying agent shall redeem such Securities
if cash sufficient for that purpose shall be deposited with the Trustee or such
paying agent for that purpose in accordance with the terms of this Article 3.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such default or Event of Default shall occur and any moneys thereafter
paid into the sinking fund shall, during the continuance of such default or
Event of Default, be held as security for the payment of all such Securities;
provided, however, that in case such Event of Default or default shall have been
cured or waived as provided herein, such moneys shall thereafter be applied on
the next succeeding sinking fund payment date on which such moneys may be
applied pursuant to the provisions of this Section 3.07.

                                    ARTICLE 4.
                                    COVENANTS

SECTION 4.01.     PAYMENT OF SECURITIES.

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Securities on the dates and in the manner provided in
the Securities. Principal, premium, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than the Company or a
Subsidiary thereof, holds as of 10:00 a.m., Eastern Time, on the due date money
deposited by the Company in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due.

SECTION 4.02.     MAINTENANCE OF OFFICE OR AGENCY.

     The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-Registrar) where Securities may be surrendered
for registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.
The Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Trustee's principal agency in
the Borough of Manhattan, the City of New York, which currently is located at
c/o JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, New York 10004.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities 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 the Borough of
Manhattan, the City of New York for such purposes. The Company shall 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.

                                      -21-
<PAGE>

SECTION 4.03.     REPORTS.

     (a) Whether or not the Company is subject to Section 13 or 15(d) of the
Exchange Act, the Company covenants and agrees to file with the Trustee, and to
provide by mail to each Holder, within 15 days after the Company is or would be
required to file the same with the SEC, copies of the annual reports, quarterly
reports and the information, documents and other reports which the Company is or
would be required to file with the SEC pursuant to Section 13 or Section 15(d)
of the Exchange Act.

     (b) The Company covenants and agrees to file with the Trustee and the SEC,
in accordance with the rules and regulations prescribed from time to time by the
SEC, 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 furnish to the Trustee within 120
days of the end of each fiscal year, the compliance certificate required by
Section 314(a)(4) of the Trust Indenture Act.

     (d) Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 4.04.     COMPLIANCE CERTIFICATE.

     (a) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default, Event
of Default or other instance of non-compliance with any of the terms of this
Indenture shall have occurred, describing all such Defaults, Events of Default
or instances of non-compliance of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of, premium,
if any, or interest on the Securities is prohibited or if such event has
occurred, a description of the event and what action the Company is taking or
proposes to take with respect thereto.

     (b) The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon any Officer of the Company becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such

                                      -22-
<PAGE>

Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

     (c) The Company shall file with the Trustee and the SEC, in accordance with
the rules and regulations prescribed from time to time by the SEC, 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.

SECTION 4.05.     CONTINUED EXISTENCE.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its existence
as a corporation, and the corporate, partnership or other existence of each of
its Significant Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Significant Subsidiary and (ii) the rights (charter and statutory),
licenses and franchises of the Company and any of its Significant Subsidiaries;
PROVIDED, HOWEVER, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Significant Subsidiaries, 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 its Significant Subsidiaries, taken as a whole, and
that the loss thereof is not adverse in any material respect to the Holders of
the Securities.

SECTION 4.06.     STAY, EXTENSION AND USURY LAWS.

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

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.01.     MERGER, CONSOLIDATION, OR SALE OF ASSETS.

     The Company may consolidate or merge with or into, convert itself into, or
sell, assign, transfer, lease, convey or otherwise dispose of (including any
such disposition that might be deemed to occur as a result of the conversion of
the Company into another form of organization) all or substantially all of its
properties or assets in one or more related transactions, to another Person
(other than an individual, a government or an agency or political subdivision of
a government), but only if (a) either (i) the Company is the surviving entity or
(ii) the Person formed by or surviving any such consolidation, merger or
conversion (if other than the Company) or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made is a
Person organized or existing under the laws of the United States, any state
thereof or the District of Columbia; (b) the Person formed by or surviving any
such consolidation, merger or conversion (if other than the Company) or the

                                      -23-
<PAGE>

Person to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made assumes all the obligations of the Company
under the Securities and this Indenture pursuant to a supplemental indenture in
a form reasonably satisfactory to the Trustee; and (c) immediately after such
transaction no Default or Event of Default exists. If the Company requests the
Trustee to enter into any supplemental indenture, or to take any other action,
as a result of such consolidation, merger, sale, assignment, transfer, lease,
conveyance or other disposition, the Company will also furnish to the Trustee an
Officer's Certificate and an Opinion of Counsel, each to the effect that the
conditions precedent set forth in this Section 5.01 have been complied with.

SECTION 5.02.     SUCCESSOR PERSON SUBSTITUTED.

     Upon any consolidation, merger or conversion, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company in accordance with Section 5.01 hereof, the successor
Person formed by such consolidation or into or with which the Company is merged
or converted or to which such sale, assignment, transfer, lease, conveyance or
other disposition is made shall succeed to, and be substituted for (so that from
and after the date of such consolidation, merger, conversion, sale, lease,
conveyance or other disposition, the provisions of this Indenture referring to
the "Company" shall refer instead to the successor Person and not to the
Company), and may exercise every right and power of the Company under this
Indenture with the same effect as if such successor Person had been named as the
Company herein; PROVIDED, HOWEVER, that the predecessor Company shall not be
relieved from the obligation to pay the principal of and interest on the
Securities except in the case of a sale of all of the Company's assets that
meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01.     EVENTS OF DEFAULT.

     An "Event of Default," with respect to Securities of any series shall have
occurred if:

     (a) the Company defaults in the payment when due of interest on, with
respect to, any Security of that series and such default continues for a period
of 5 days;

     (b) the Company defaults in the payment when due of principal of or
premium, if any, on, or sinking fund payment with respect to, any Security of
that series when the same becomes due and payable at maturity, upon redemption
or otherwise;

     (c) the Company fails to comply with any of the provisions of section 5.01
hereof;

     (d) the Company fails to observe or perform any other covenant,
representation, warranty or other agreement in this Indenture, with respect to
any Security of that series for 30 days after notice to comply;

     (e) the Company, pursuant to or within the meaning of any Bankruptcy Law:

                                      -24-
<PAGE>

          (i) commences a voluntary case;

          (ii) consents to the entry of an order for relief against it in an
     involuntary case;

          (iii) consents to the appointment of a custodian of it or for all or
     substantially all of its property;

          (iv) makes a general assignment for the benefit of its creditors; or

          (v) generally is not paying its debts as they become due;

     (f) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

          (i) is for relief against the Company in an involuntary case;

          (ii) appoints a custodian of the Company for all or substantially all
     of the property of the Company; or

          (iii) orders the liquidation of the Company;

and the order or decree remains unstayed and in effect for 60 consecutive days;
or

   (g) any other event provided with respect to Securities of that series in the
terms thereof as contemplated by Section 2.02 hereof shall occur.

     The term "cUSTODIAN" as used in this Article 6 means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.


     A Default under clause (d) with respect to the Securities of any series is
not an Event of Default until the Trustee notifies the Company, or the Holders
of at least 25% in principal amount of the then outstanding Securities of all
series affected by the Default (treating all such series as a single class)
notify the Company and the Trustee, of the Default and the Company does not cure
the Default within 30 days after receipt of the notice. The notice must specify
the Default, demand that it be remedied and state that the notice is a "NOTICE
OF DEFAULT."

SECTION 6.02.     ACCELERATION.

     If any Event of Default with respect to one or more series of Securities
(other than an Event of Default specified in clause (e) or (f) of Section 6.01
hereof) occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Securities of all series with respect
to which an Event of Default shall have occurred and be continuing (treating all
such series as a single class) may declare all the Securities of all such series
to be due and payable immediately. Upon any such declaration, the principal of,
premium, if any, and accrued and unpaid interest with respect to the Securities
of all such series shall become due and payable immediately. Notwithstanding the
foregoing, if an Event of Default specified in clause (e) or (f) of Section 6.01
hereof occurs with respect to the Company, all outstanding Securities of all
series shall be due and payable immediately without further action or notice.

                                      -25-
<PAGE>

SECTION 6.03.     OTHER REMEDIES.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and
interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Security in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04.     WAIVER OF PAST DEFAULTS; RESCISSION OF ACCELERATION.

     Holders of a majority in aggregate principal amount of the then outstanding
Securities of all series affected (treating all such series as a single class)
may, by notice to the Trustee, on behalf of the Holders of all of the Securities
of all such series, waive an existing Default or Event of Default and its
consequences hereunder (including in connection with an offer to purchase or
exchange), except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, interest on, or any sinking fund payment with
respect to, the Securities of such series, and except a continuing Default or
Event of Default under any provision of this Indenture that, under Section 9.02,
cannot be modified or waived without the consent of a greater number of Holders
or of each Holder affected. Upon any such waiver, such Default or Event of
Default 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 Event of
Default or impair any right consequent thereon. The Holders of a majority in
aggregate principal amount of the then outstanding Securities of all series
affected (treating all such series as a single class) may also rescind an
acceleration and its consequences with respect to all such series, including any
related payment default that resulted from such acceleration, but not including
any other payment default.

SECTION 6.05.     CONTROL BY MAJORITY.

     Holders of a majority in principal amount of the then outstanding
Securities of all series with respect to which an Event of Default shall have
occurred and be continuing (treating all such series as a single class) may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it; provided that

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

         (ii) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction; and

          (iii) the Trustee need not take any action which might involve it in
     personal liability or be unduly prejudicial to the Holders of Securities of
     such series not joining therein.

                                      -26-
<PAGE>

SECTION 6.06.     LIMITATION ON SUITS.

     A Holder of a Security of any series may pursue a remedy with respect to
this Indenture or the Securities of such series only if:

     (a) the Holder of a Security of any or all series affected gives to the
Trustee written notice of a continuing Event of Default;

     (b) the Holders of at least 25% in principal amount of the then outstanding
Securities of all affected series (treating all such series as a single class)
make a written request to the Trustee to pursue the remedy;

     (c) such Holder or Holders offer and, if requested, provide to the Trustee
indemnity satisfactory to the Trustee against any loss, liability or expense;

     (d) the Trustee does not comply with the request within 30 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

     (e) during such 30-day period the Holders of a majority in principal amount
of the then outstanding Securities of all such series (treating all such series
as a single class) do not give the Trustee a direction inconsistent with the
request.

     A Holder of a Security may not use this Indenture to prejudice the rights
of another Holder of a Security or to obtain a preference or priority over
another Holder of a Security.

SECTION 6.07.     RIGHTS OF HOLDERS OF SECURITIES TO RECEIVE PAYMENT.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security of any series to receive payment of principal, premium, if
any, and interest on such Security, on or after the respective due dates
expressed in such Security (including in connection with an offer to purchase),
or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

SECTION 6.08.     COLLECTION SUIT BY TRUSTEE.

     If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing with respect to any series of Securities, the Trustee is authorized
to recover judgment in its own name and as Trustee of an express trust against
the Company for the whole amount of principal of, premium, if any, and interest
remaining unpaid on such Securities and interest on overdue principal and, to
the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

SECTION 6.09.     TRUSTEE MAY FILE PROOFS OF CLAIM.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,

                                      -27-
<PAGE>

disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Securities of any series allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Securities), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of any series or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10.     PRIORITIES.

     If the Trustee collects any money or other property pursuant to this
Article, it shall pay out the money or other property in the following order:

     FIRST: to the Trustee, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

     SECOND: to Holders of Securities for amounts due and unpaid on the
Securities for principal, premium, if any, interest and any other amounts,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Securities for principal, premium, if any, interest and
other amounts, respectively; and

     THIRD: to the Company or to such party as a court of competent jurisdiction
shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Securities pursuant to this Section 6.10.

SECTION 6.11.     UNDERTAKING FOR COSTS.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does

                                      -28-
<PAGE>

not apply to a suit by the Trustee, a suit by a Holder of a Security pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Securities of any series.

                                    ARTICLE 7.
                                     TRUSTEE

SECTION 7.01.     DUTIES OF TRUSTEE.

     (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture or
an indenture supplemental hereto, and use the same degree of care and skill in
its exercise, as a prudent person would exercise or use under the circumstances
in the conduct of its own affairs.

     (b) Except during the continuance of an Event of Default:

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture or an indenture supplemental hereto,
     and the Trustee need perform only those duties that are specifically set
     forth in this Indenture or an indenture supplemental hereto and no others,
     and no implied covenants or obligations shall be read into this Indenture
     or an indenture supplemental hereto against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture.

     (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section;

          (ii) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it is proven that the Trustee
     was negligent in ascertaining the pertinent facts; and

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05 hereof.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section.

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holders shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

                                     -29-
<PAGE>

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.02.     RIGHTS OF TRUSTEE.

     (a) The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. 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 from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

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

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

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

SECTION 7.03.     INDIVIDUAL RIGHTS OF TRUSTEE.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or any Affiliate
of the Company with the same rights it would have if it were not Trustee.
However, in the event that the Trustee acquires any conflicting interest (within
the meaning of TIA ss. 310(b)) it must eliminate such conflicting interest
within 90 days after Default, apply to the SEC for permission to continue as
trustee, or resign. Any Agent may do the same with like rights and duties.

                                      -30-
<PAGE>

SECTION 7.04.     TRUSTEE'S DISCLAIMER.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities; it shall not be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or upon the Company's direction under any provision of
this Indenture; it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee; and it shall not be
responsible for any statement or recital herein or any statement in the
Securities or any other document in connection with the sale of the Securities
or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05.     NOTICE OF DEFAULTS.

     If a Default or Event of Default occurs and is continuing and if a
Responsible Officer of the Trustee has actual knowledge of such Default or Event
of Default, the Trustee shall mail to Holders of Securities a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, or interest on, any
Security, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is
in the interests of the Holders of the Securities.

SECTION 7.06.     REPORTS BY TRUSTEE TO HOLDERS OF THE SECURITIES.

     On or before July 31 of each year, beginning with the July 31 following the
date on which Securities are first issued under this Indenture, and for so long
as Securities remain outstanding, the Trustee shall mail to the Holders of the
Securities a brief report dated as of such reporting date that complies with TIA
ss. 313(a) (but if no event described in TIA ss. 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted). The
Trustee also shall comply with TIA ss. 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA ss. 313(c). A copy of each
report at the time of its mailing to the Holders of Securities shall be mailed
to the Company and filed with the SEC and each stock exchange on which the
Securities are listed in accordance with TIA ss. 313(d). The Company shall
promptly notify the Trustee when the Securities are listed on any stock
exchange.

SECTION 7.07.     COMPENSATION AND INDEMNITY.

     The Company shall pay to the Trustee from time to time such compensation
for its acceptance of this Indenture and services hereunder as the Company and
Trustee have separately agreed. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or willful misconduct. The Trustee shall notify the Company promptly

                                      -31-
<PAGE>

of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations hereunder.
The Company shall defend the claim, and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel, and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

     The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture, and the removal or resignation of
the Trustee.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal of,
premium, if any, and interest on particular Securities. Such lien shall survive
the satisfaction and discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

SECTION 7.08.     REPLACEMENT OF TRUSTEE.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

     The Trustee may resign with respect to one or more or all series of
Securities at any time and be discharged from the trust hereby created by so
notifying the Company in writing. The Holders of a majority in principal amount
of the then outstanding Securities of any series may remove the Trustee with
respect to such series by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:

     (a) the Trustee ceases to be eligible in accordance with Section 7.10
hereof;

     (b) the Trustee is adjudged bankrupt or insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;

     (c) a custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities of a series

                                      -32-
<PAGE>

may appoint a successor Trustee to replace the successor Trustee appointed by
the Company with respect to that series of Securities.

     If a successor Trustee does not take office within 90 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

     If the Trustee, after written request by any Holder of a Security who has
been a Holder of a Security for at least six months, ceases to be eligible in
accordance with Section 7.10, such Holder of a Security may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders of the Securities. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, PROVIDED all sums owing
to the Trustee hereunder have been paid and subject to the lien provided for in
Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 hereof shall continue
for the benefit of the retiring Trustee.

     If a successor Trustee is appointed 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 any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees as co-trustees of the same trust and
that each such Trustee shall be Trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such
Trustee.

SECTION 7.09.     SUCCESSOR TRUSTEE BY MERGER, ETC.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION.

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trust powers, that is subject to supervision or examination by federal or state

                                      -33-
<PAGE>

authorities and that has a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition.


     This Indenture shall always have a Trustee who satisfies the requirements
of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA ss. 310(b).

SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

     The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship described in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.     OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

     (a) The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof, with such modifications thereto as may be
specified in the Board Resolution or supplemental indenture establishing a
particular series of Securities, be applied to all outstanding Securities of one
or more series upon compliance with the conditions set forth below in this
Article 8.

     (b) As an alternative to having Section 8.02 or 8.03 be applied to all
outstanding Securities of one or more series, the Company may terminate its
obligations under the Securities of one or more series and its obligations under
this Indenture in respect of such series of Securities (except those obligations
referred to in the penultimate paragraph of this Section 8.01(b), and any
obligation of the Company to convert or exchange Securities of such series as
expressly provided for in the Board Resolution or indenture supplemental hereto
establishing such Series) (1) if (i) all Securities of such series theretofore
authenticated and delivered (except lost, stolen or destroyed Securities that
have been replaced or paid and Securities for whose payment cash in United
States dollars has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust as provided in Section 8.06) have been delivered to the Trustee for
cancellation; (ii) the Company has paid all sums payable by it hereunder or
under the applicable Board Resolution or indenture supplemental hereto in
respect of such series of Securities; and (iii) the Company shall have delivered
to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating
that all conditions precedent relating to the satisfaction and discharge of this
Indenture have been complied with; or (2) if (i) either (A) in the case of a
series of Securities redeemable prior to its stated maturity, the Company shall,
pursuant to Article 3, have given notice to the Trustee and mailed a notice of
redemption to each Holder of Securities of such series of the redemption of all
of such Securities under arrangements satisfactory to the Trustee for the giving
of such notice or (B) all Securities of such series have otherwise become due
and payable hereunder or will become due and payable within one year; (ii) the
Company shall have irrevocably deposited or caused to be deposited with the
Trustee (or a trustee satisfactory to the Trustee, under the terms of an
irrevocable trust agreement in form and substance satisfactory to the Trustee),
as trust funds in trust solely for the benefit of the Holders of Securities of
such series for that purpose, cash in United States dollars in such amount as is
sufficient without consideration of reinvestment of interest or other earnings
on such cash, to pay the entire indebtedness on such Securities not theretofore

                                      -34-
<PAGE>

delivered to the Trustee for cancellation, for the principal of, premium, if
any, and interest on the outstanding Securities of such series to the date of
such deposit (in the case of Securities which have become due and payable) or to
the stated maturity or redemption date, as the case may be; (iii) no Default or
Event of Default with respect to this Indenture or the Securities shall have
occurred and be continuing on the date of such deposit or shall occur as a
result of such deposit and such deposit will not result in a breach or violation
of, or constitute a default under, any other instrument to which the Company is
bound; (iv) the Company shall have paid all other sums payable by it hereunder
in respect of Securities of such series; and (v) the Company shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that all conditions precedent relating to the satisfaction and
discharge of this Indenture have been complied with.

     Notwithstanding the foregoing paragraph, the Company's obligations in
Sections 2.07, 2.08, 2.09, 2.10, 4.01, including any provision of the applicable
Board Resolution or indenture supplemental hereto relating to the payment of
principal, premium or interest, 4.02, 7.07, 8.06 and 8.07 shall survive with
respect to the Securities of the applicable series until they are no longer
outstanding pursuant to the last paragraph of Section 2.10. After the Securities
of the applicable series are no longer outstanding, the Issuer's obligations in
Sections 7.07, 8.06 and 8.07 shall survive in respect of Securities of the
applicable series.

     After such delivery or irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of the applicable series and the Company's obligations under this
Indenture with respect to the Securities of such series, except for those
surviving obligations specified above.

SECTION 8.02.     LEGAL DEFEASANCE AND DISCHARGE.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02 relating to one or more series of Securities,
the Company shall, upon the satisfaction of the conditions set forth in Section
8.04 hereof, be deemed to have been discharged from its obligations with respect
to all outstanding Securities of such series on the date the conditions set
forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For this purpose,
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the outstanding Securities of
the applicable series, which shall thereafter be deemed to be "OUTSTANDING" only
for the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all of its other
obligations under the Securities of the applicable series and under the
provisions of this Indenture applicable to such series (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Securities of the applicable series to receive solely from the trust
fund described in Section 8.04 hereof, and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest,
on such Securities when such payments are due, (b) the Company's obligations
with respect to such Securities under Article 2 and Section 4.02 hereof, (c) the

                                      -35-
<PAGE>

rights, powers, trusts, duties and immunities of the Trustee hereunder, and the
Company's obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

SECTION 8.03.     COVENANT DEFEASANCE.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 relating to one or more series of Securities,
the Company shall, upon the satisfaction of the conditions set forth in Section
8.04 hereof, be released from its obligations under the covenants contained in
Sections 4.03, 4.04, 4.05 and 4.06 hereof with respect to the outstanding
Securities of the applicable series, and under any other covenants specified in
the supplemental indenture or other terms of the applicable series as covenants
to which this Section 8.03 apply, on and after the date the conditions set forth
below are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Securities of
the applicable series shall thereafter be deemed not "OUTSTANDING" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "OUTSTANDING" for all other purposes hereunder (it being
understood that the Securities of the applicable series shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the "OUTSTANDING" Securities of the applicable
series, 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 covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.

SECTION 8.04.     CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

     The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Securities of one or more series:


     In order to exercise either Legal Defeasance or Covenant Defeasance:

     (a) the Company must irrevocably deposit with the Trustee, (or another
trustee satisfying the requirements of Section 7.10, who shall agree to comply
with the provisions of this Article 8 applicable to it) in trust, for the
benefit of the Holders of the Securities of the applicable series, (i) an amount
of cash in United States dollars, (ii) non-callable U.S. Government Obligations
which, through scheduled payment of principal and interest in respect thereof in
accordance with their terms, will provide, not later than one Business Day
before the due date of any payment of principal of, premium, if any, or interest
on the Securities of such series, cash in an amount, or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, interest and premium,
if any, on the outstanding Securities of the applicable series on the Stated
Maturity or on the applicable redemption date, as the case may be, and any
mandatory sinking fund payments applicable to the Securities of such series on
the day on which such payments are due, and the Company must specify whether the
Securities of the applicable series are being defeased to maturity or to a
particular redemption date;

                                      -36-
<PAGE>

     (b) in the case of an election under Section 8.02 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Securities of the applicable series will not recognize income, gain
or loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had
not occurred;

     (c) in the case of an election under Section 8.03 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Securities of the applicable series will not recognize income, gain
or loss for federal income tax purposes as a result of such Covenant Defeasance
and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;

     (d) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit) or insofar as
Sections 6.01(e) or (f) hereof are concerned, at any time in the period ending
on the 91st day after the date of deposit (or greater period of time in which
any such deposit of trust funds may remain subject to bankruptcy or insolvency
laws insofar as those apply to the deposit by the Company);

     (e) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

SECTION 8.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
              TRUST; OTHER MISCELLANEOUS PROVISIONS.

     Subject to Section 8.06 hereof, all money and non-callable U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"TRUSTEE") pursuant to Section 8.04 hereof in respect of the outstanding
Securities of the applicable series 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 Paying Agent
(including the Company acting as 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, premium, if any, and interest, but such money 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 cash or non-callable U.S.
Government Obligations deposited pursuant to Section 8.04 hereof or the

                                      -37-
<PAGE>

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 the
outstanding Securities of the applicable series.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable U.S. Government Obligations held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance of the applicable series.

SECTION 8.06.     REPAYMENT TO COMPANY.

     Any money and U.S. Government Obligations deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of, premium or interest on any Security and remaining unclaimed for
two years after such principal, and premium, if any, or interest has become due
and payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such money and U.S.
Government Obligations, and all liability of the Company as trustee thereof,
shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the NEW YORK TIMES and THE WALL STREET
JOURNAL (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

SECTION 8.07.     REINSTATEMENT.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable U.S. Government Obligations deposited pursuant to Section 8.02
or 8.03 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations of the Company under this Indenture and
the Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 8.02 or
8.03 hereof, as the case may be; PROVIDED, HOWEVER, that, if the Company makes
any payment of principal of, premium or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or Paying Agent.

                                      -38-
<PAGE>

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.    WITHOUT CONSENT OF HOLDERS OF SECURITIES.

     Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee
may amend or supplement this Indenture or the Securities without the consent of
any Holder of a Security:

     (a) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company pursuant to Article 5
hereof;

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

     (c) to provide for the issuance under this Indenture of Securities in
coupon form (including Securities registrable as to principal only) and to
provide for exchangeability of such Securities with the Securities issued
hereunder in fully registered form and to make all appropriate changes for such
purpose;

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

     (e) 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 7.08;

     (f) to make any change that does not adversely affect the rights of any
Holder; or

     (g) to provide for the issuance of and establish the form and terms and
conditions of the Securities of any series, 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.

                                      -39-
<PAGE>

     Upon the request of the Company accompanied by a copy of a Board
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 the certificate, authorizing the execution of any such
amended or supplemental indenture, and upon receipt by the Trustee of the
documents described in Section 7.02 hereof, the Trustee shall join with the
Company in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02.     WITH CONSENT OF HOLDERS OF SECURITIES.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture, or the Securities of any series may be
amended or supplemented, with the consent of the Holders of a majority in
principal amount of the Securities then outstanding of all series affected by
such supplemental indenture (voting as a single class) (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Securities), and, subject to Sections 6.04 and 6.07
hereof, any existing Default or Event of Default (other than a Default or Event
of Default in the payment of the principal of, premium or interest on the
Securities) or compliance with any provision of this Indenture or the Securities
of such series may be waived with the consent of the Holders of a majority in
principal amount of the Securities then outstanding of all series affected by
such waiver (voting as a single class) (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for
the Securities).

     Upon the request of the Company accompanied by a copy of a Board
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 the certificate, authorizing the execution of any such
amended or supplemental indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Securities
of each such series as aforesaid, and upon receipt by the Trustee of the
documents described in Section 7.02(b) hereof, the Trustee shall join with the
Company in the execution of such amended or supplemental indenture unless such
amended or 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 amended or
supplemental indenture.

     It shall not be necessary for the consent of the Holders of Securities
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of Securities of such series
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such amended
or supplemental indenture or waiver.

                                      -40-
<PAGE>

     However, without the consent of each Holder of Securities affected, an
amendment or waiver may not (with respect to any Securities held by a
non-consenting Holder):

     (a) reduce the principal amount of the Securities whose Holders must
consent to an amendment, supplement or waiver;

     (b) reduce the principal of or change the fixed maturity of the principal
of, premium, if any, or mandatory sinking fund obligation, if any, with respect
to any Securities of any series or alter the provisions with respect to the
redemption of the Securities;

     (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Security of any series;

     (d) waive a Default or Event of Default in the payment of principal of or
interest or premium on the Securities of any series (except a rescission of
acceleration of the Securities by the Holders of a majority in aggregate
principal amount of the Securities of one or more affected series and a waiver
of the payment default that resulted from such acceleration);

     (e) make any Security of any series payable in currency other than that
stated in the Securities of such series;

     (f) make any change in the provisions of this Indenture relating to waivers
of past Defaults or the rights of Holders of Securities to receive payments of
principal of or interest or premium on the Securities;

     (g) waive a redemption payment with respect to any Security; or

     (h) make any change in Section 6.04 or 6.07 hereof or in the amendment and
waiver provisions of Section 9.01 or this Section 9.02.

SECTION 9.03.     COMPLIANCE WITH TRUST INDENTURE ACT.

     Every amendment or supplement to this Indenture or the Securities shall be
set forth in an amended or supplemental indenture that complies with the TIA as
then in effect.

SECTION 9.04.     REVOCATION AND EFFECT OF CONSENTS.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Security is a continuing consent by the Holder of a Security
and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Securities, even if notation
of the consent is not made on any Securities. However, any such Holder of a
Security or subsequent Holder of a Security may revoke the consent as to its
Securities if the Trustee receives written notice of revocation before the date
the waiver, supplement or amendment becomes effective. An amendment, supplement
or waiver becomes effective in accordance with its terms and thereafter binds
every Holder.

                                      -41-
<PAGE>

SECTION 9.05.     NOTATION ON OR EXCHANGE OF SECURITIES.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Securities thereafter authenticated. The Company in
exchange for all Securities may issue and the Trustee shall authenticate new
Securities that reflect the amendment, supplement or waiver.

     Failure to make the appropriate notation or to issue new Securities shall
not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.     TRUSTEE TO SIGN AMENDMENTS, ETC.

     The Company may not sign an amendment or supplemental indenture until its
Board of Directors approves it. The Trustee shall sign any amendment or
supplemental indenture authorized pursuant to this Article 9 if the amendment or
supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it.
In signing or refusing to sign such amendment or supplemental indenture, the
Trustee shall be entitled to receive and shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence
that such amendment or supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding upon the Company in accordance with its terms.

                                  ARTICLE 10.
                               MEETINGS OF HOLDERS

SECTION 10.01.    PURPOSES FOR WHICH MEETING  MAY BE CALLED.

     A meeting of Holders of Securities of any series may be called at any time
and from time to time pursuant to this Article 10 to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

SECTION 10.02.   CALL, NOTICE AND PLACE OF MEETINGS.

     (a) The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 10.01, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or in such
other place as the Trustee shall determine. Notice of every meeting of Holders
of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 11.02, not less than 20 nor
more than 180 days prior to the date fixed for the meeting.

     (b) In case at any time the Company, by or pursuant to a Board Resolution,
or the Holders of at least 25% in principal amount of the outstanding Securities
of any series shall have requested the Trustee to call a meeting of the Holders
of Securities of such series for any purpose specified in Section 10.01 by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of such
meeting within 20 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or

                                      -42-
<PAGE>

the Holders of Securities of such series in the amount above specified, as the
case may be, may determine the time and the place for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in clause
(a) of this Section.

SECTION 10.03.    PERSONS ENTITLED TO VOTE AT MEETINGS.

     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (a) a Holder of one or more outstanding Securities of
such series, or (b) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 10.04. QUORUM; ACTION.

     The Persons entitled to vote a majority in principal amount of the
outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture (or any Board Resolution or indenture supplemental hereto establishing
a series of Securities hereunder) expressly provides may be given by the Holders
of more or less than a majority in principal amount of the outstanding
Securities of a series, the Persons entitled to vote such percentage in
principal amount of the outstanding Securities of such series shall constitute a
quorum. In the absence of a quorum within 30 minutes after the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders
of Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any such adjourned meeting shall be given as provided in Section
10.02(a), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the outstanding
Securities of such series which shall constitute a quorum.

     Except as otherwise provided in Section 6.02 or 9.02 (or in any Board
Resolution or indenture supplemental hereto establishing a series of Securities
hereunder), any resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted only by the
affirmative vote of the Holders of a majority in principal amount of the
outstanding Securities of that series; provided, however, that, except as
otherwise provided in Section 6.02 or 9.02 (or in any Board Resolution or
indenture supplemental hereto establishing a series of Securities hereunder),
any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture or any supplemental
indenture expressly provides may be made, given or taken by the Holders of a
specified percentage in principal amount of the outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and

                                      -43-
<PAGE>

at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the outstanding Securities
of such series.

     Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series, whether or not such
Holders were present or represented at the meeting.

SECTION 10.05.    DETERMINATION OF VOTING  RIGHTS; CONDUCT AND ADJOURNMENT OF
                  MEETINGS.

     (a) Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 1.05 and the
appointment of any proxy shall be proved in the manner specified in Section
1.05. Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 1.05 or other proof.

     (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 10.02(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote at least a majority in principal amount of
the outstanding Securities of such series represented at the meeting.

     (c) At any meeting each Holder of a Security of such series or proxy shall
be entitled to one vote for each $25 principal amount of the outstanding
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security of such series or proxy.

     (d) Any meeting of Holders of Securities of any series duly called pursuant
to Section 10.02 at which a quorum is present may be adjourned from time to time
by Persons entitled to vote at least a majority in principal amount of the
outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 10.06.    COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

     (a) The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who

                                      -44-
<PAGE>

shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 10.02 and, if
applicable, Section 10.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

SECTION 10.07.    ARTICLE SUBJECT TO OTHER PROVISIONS.

     Each provision of this Article 10 (whether or not expressly so stated) is
subject to any other provision of this Indenture (or any Board Resolution or
supplemental indenture establishing a series of Securities hereunder) that
provides that Securities of different series constitute a single class.

                                   ARTICLE 11.
                                  MISCELLANEOUS

SECTION 11.01.    TRUST INDENTURE ACT CONTROLS.

     This Indenture is subject to the provisions of the TIA that are required to
be part of this Indenture and shall, to the extent applicable, be governed by
such provisions.

SECTION 11.02.    NOTICES.

     Any notice or communication by the Company or the Trustee to the other is
duly given if in writing and delivered in person or mailed by first class mail
(registered or certified, return receipt requested), telecopier or overnight air
courier guaranteeing next day delivery, to the others' address:

                  If to the Company:
                           Harleysville Group Inc.
                           355 Maple Avenue
                           Harleysville, PA. 19438-2297
                           Facsimile No. (215) 256-5627
                           Attention:  Bruce J. Magee, Senior Vice President
                                            And Chief Financial Officer

                                      -45-
<PAGE>

                  If to the Trustee:

                           J.P. Morgan Trust Company, National Association
                           1650 Market Street, Suite 5210
                           Philadelphia, PA  19103

     The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged or confirmed, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first class mail
or by overnight courier guaranteeing next day delivery to its address shown on
the register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA ss. 313(c), to the extent required by the
TIA. Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

SECTION 11.03.    COMMUNICATION BY HOLDERS OF SECURITIES WITH OTHER HOLDERS OF
                  SECURITIES.

     Holders may communicate pursuant to TIA ss. 312(b) with other Holders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

SECTION 11.04.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

                                      -46-
<PAGE>

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

SECTION 11.05.    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss.
314(e) and shall include:

     (a) a statement that the Person making such certificate or opinion has read
such covenant or condition;

     (b) 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;

     (c) a statement that, in the opinion of such Person, he or she 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
satisfied; and

     (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

SECTION 11.06.    RULES BY TRUSTEE AND AGENTS.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.07.    NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES
                  AND STOCKHOLDERS.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Securities, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Securities by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Securities.

SECTION 11.08.    GOVERNING LAW.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE AND ENFORCE THIS INDENTURE AND THE SECURITIES.

                                      -47-
<PAGE>

SECTION 11.09.    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 11.10.    SUCCESSORS.

     All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

SECTION 11.11.    SEVERABILITY.

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

SECTION 11.12.    COUNTERPART ORIGINALS.

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement. This Indenture will be effective when each party shall have signed
and delivered (including delivery by facsimile transmission), one or more
counterparts to the other, but it shall not be necessary for both parties to
sign the same counterpart.

SECTION 11.13.    TABLE OF CONTENTS, HEADINGS, ETC.

     The Table of Contents and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.


                            [Signature Page Follows]



                                      -48-
<PAGE>

                                   SIGNATURES

     IN WITNESS WHEREOF, the parties have executed this Indenture as of the date
first written above.

                                       HARLEYSVILLE GROUP INC.


                                       By: /S/ BRUCE J. MAGEE
                                          --------------------------------------
                                           Name:    Bruce J. Magee
                                           Title:   Chief Financial Officer

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee


By: /S/ CATHERINE LENHARDT
   ---------------------------------
Name:  Catherine Lenhardt
Title:  Vice President


                                      -49-
<PAGE>


                                   EXHIBIT A-1
                                 (Face of Note)

                     __% [Series__] Senior Note due [_____]

             [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT
                      TO THE PROVISIONS OF THE INDENTURE]

CUSIP:
No:                                                              $______________

                             HARLEYSVILLE GROUP INC.

promises to pay to __________________ or registered assigns, the principal sum
of ______________________

Dollars on _____________.
Interest Payment Dates: _____________.
Record Dates: _____________.



                                              HARLEYSVILLE GROUP INC.

                                              By:______________________________
                                              Name:
                                              Title:


This is one of the
Notes referred to in the
within-mentioned Indenture:


_______________________________,
as Trustee

By: __________________________________
Authorized Officer



                                      -50-
<PAGE>


                                 (Back of Note)


                     __% [Series __] Senior Note due [____]

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

     1. INTEREST. Harleysville Group Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at __%
per annum from [__________] until maturity. The Company will pay interest
[__________] on _________ and _________ of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be ___________. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the ________ or ________ next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.14 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest and premium on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

     3. PAYING AGENT AND REGISTRAR. Initially, ____________________, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
may act in any such capacity.

     4. INDENTURE. The Company issued the Notes under an Indenture dated as of
_____________ (the "Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and in [a Supplemental
Indenture] [resolutions of [the [___] Committee of ] the Company's Board of
Directors] dated , and those terms made part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb)
(the "TIA"). The Notes are subject to all such terms, and Holders are referred
to the Indenture and the TIA for a statement of such terms. The Notes are
general obligations of the Company. "Notes" means this Note and all other Notes

                                      -51-
<PAGE>

of the series of which this Note is a part. The Notes are "Securities" within
the meaning of the Indenture, and references in the Indenture to "Securities"
(including terms such as "Global Securities") include the Notes (and any "Global
Notes" as used herein).

     5. OPTIONAL REDEMPTION.

     [(a)] The Notes will not be redeemable at the Company's option prior to
_____________. The Notes may be redeemed, in whole or in part, at the option of
the Company on or after _____________, at the redemption prices specified below
(expressed as percentages of the principal amount thereof), in each case,
together with accrued and unpaid interest, hereon to the date of redemption,
upon not less than 30 nor more than 60 days' notice, if redeemed during the
twelve-month period beginning on ___________ of the years indicated below:


                                                               REDEMPTION
YEAR                                                              PRICE
----                                                           ----------







     [(b) Notwithstanding the foregoing, prior to ____________, the Company may,
on any one or more occasions, use the net proceeds of one or more offerings of
its capital stock to redeem up to __% of the aggregate principal amount of all
notes that had been issued under the Indenture up to the time of redemption at a
redemption price of __% the principal amount of the notes redeemed, plus accrued
and unpaid interest, to the date of redemption; provided that, after any such
redemption, the aggregate principal amount of the Notes outstanding (excluding
Notes held by the Company and its Subsidiaries) must equal at least __% of the
Notes that had been issued under the Indenture up to the time of redemption; and
provided further, that any such redemption shall occur within 90 days of the
date of closing of such offering of Capital Stock of the Company.]

     6. MANDATORY REDEMPTION. [The Company shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.] or
[Describe mandatory redemption or sinking fund provisions.]

     7. NOTICE OF REDEMPTION. Notice of Redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

                                      -52-
<PAGE>

     8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in all appropriate denominations. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not transfer or exchange any Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part. Also, it
need not transfer or exchange any Note for a period of 15 days before a
selection of Notes to be redeemed.

     9. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as
its owner for all purposes.

     10. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of a majority in principal amount of the then outstanding Notes and
other series of Securities affected (treating the Notes and such other series as
a single class), and any existing default or compliance with any provision of
the Indenture, the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and other series of
Securities affected (treating the Notes and such other series as a single
class). Without the consent of any Holder of a Note, the Indenture or the Notes
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's obligations to Holders of
the Notes in case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA.

     11. DEFAULTS AND REMEDIES. Each of the following constitutes an Event of
Default: (i) default by the Company in the payment of interest on the Notes when
the same becomes due and payable and default continues for a period of 30 days;
(ii) default by the Company in the payment of the principal of or premium, if
any, on the Notes when the same becomes due and payable at maturity, upon
redemption or otherwise; (iii) failure by the Company to comply with Section
5.01 of the Indenture; (iv) failure by the Company for 30 days after notice to
comply with any of its other agreements in the Indenture or the Notes and (v)
certain events of bankruptcy or insolvency with respect to the Company. If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes and other series of
Securities affected (treating the Notes and such other series as a single class)
may declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company, all outstanding Notes will
become due and payable without further action or notice. Holders of the Notes
may not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes and other series of Securities affected (treating the
Notes and such other series as a single class) may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or

                                      -53-
<PAGE>

Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes and other series of
Securities affected (treating the Notes and such other series as a single class)
and other series of Securities affected (treating the Notes and such other
series as a single class) then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of principal, interest or premium on the Notes.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

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

     13. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder of the Company shall have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for the issuance of the
Notes.

     14. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     15. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

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

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                               Harleysville Group Inc.
                               355 Maple Avenue
                               Harleysville, PA. 19438-2297
                               Attention:  Bruce J. Magee, Senior Vice President
                                                     and Chief Financial Officer

                                      -54-
<PAGE>


                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to


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

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


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


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


--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
and  irrevocably  appoint  _____________________________________________________
to transfer this Note on the books of
the Company.  The agent may substitute another to act for him.

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

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

SIGNATURE GUARANTEE.


                                      -55-
<PAGE>


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

<TABLE>
<CAPTION>

                                                                           Principal Amount of
                                                 Amount of increase        this Global Note         Signature of
                          Amount of decrease        in Principal           following such        authorized officer
                          in Principal Amount      Amount of this               decrease            of Trustee or
    Date of Exchange      of this Global Note        Global Note             (or increase)         Note Custodian
    ----------------      --------------------   ------------------        ------------------    ------------------
<S>                       <C>                    <C>                       <C>                   <C>
</TABLE>







                                      -56-