GENTIVA HEALTH SERVICES, INC.


                                       to


                            WILMINGTON TRUST COMPANY,
                                   as Trustee


                                    INDENTURE

                           Dated as of March 15, 2000




<PAGE>



                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1.  Definitions......................................................2
SECTION 1.2.  Compliance Certificate and Opinions.............................10
SECTION 1.3.  Forms of Documents Delivered to Trustee.........................10
SECTION 1.4.  Acts of Holders.................................................11
SECTION 1.5.  Notices, etc. to Trustee and Company............................13
SECTION 1.6.  Notice to Holders; Waiver.......................................14
SECTION 1.7.  Conflict with Trust Indenture Act...............................14
SECTION 1.8.  Effect of Headings and Table of Contents........................14
SECTION 1.9.  Successors and Assigns..........................................14
SECTION 1.10. Separability Clause.............................................14
SECTION 1.11. Benefits of Indenture...........................................15
SECTION 1.12. Governing Law...................................................15
SECTION 1.13. Non-Business Days...............................................15

                         ARTICLE II

                       DEBENTURE FORMS

SECTION 2.1.  Forms Generally.................................................15
SECTION 2.2.  Form of Face of Debenture.......................................16
SECTION 2.3.  Form of Reverse Debenture.......................................21
SECTION 2.4.  Form of Trustee's Certificate of Authentication.................25
SECTION 2.5.  Form of Conversion Notice.......................................25

                         ARTICLE III

                                   DEBENTURES

SECTION 3.1.  Title and Terms; Paying Agent...................................26
SECTION 3.2.  Denominations...................................................27
SECTION 3.3.  Execution, Authentication, Delivery and Dating..................27
SECTION 3.4.  Temporary Debentures............................................28
SECTION 3.5.  Registration, Transfer and Exchange.............................29
SECTION 3.6.  Mutilated, Destroyed, Lost and Stolen Debentures................30
SECTION 3.7.  Payment of Interest; Interest Rights Preserved..................31
SECTION 3.8.  Persons Deemed Owners...........................................32




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                                                                            Page

SECTION 3.9.  Cancellation....................................................33
SECTION 3.10. Computation of Interest.........................................33
SECTION 3.11. Deferrals of Interest Payment Dates.............................33
SECTION 3.12. Right of Set-Off................................................34
SECTION 3.13. Agreed Tax Treatment............................................35
SECTION 3.14. Shortening of Stated Maturity...................................35

                         ARTICLE IV

                 SATISFACTION AND DISCHARGE

SECTION 4.1.  Satisfaction and Discharge of Indenture.........................35
SECTION 4.2.  Application of Trust Money......................................36

                                    ARTICLE V

                                    REMEDIES

SECTION 5.1.  Events of Default...............................................37
SECTION 5.2.  Acceleration of Maturity; Rescission and Annulment..............38
SECTION 5.3.  Collection of Indebtedness and Suits for Enforcement
                by Trustee....................................................39
SECTION 5.4.  Trustee May File Proofs of Claim................................40
SECTION 5.5.  Trustee May Enforce Claims Without Possession of Debentures.....41
SECTION 5.6.  Application of Money Collected..................................41
SECTION 5.7.  Limitation on Suits.............................................41
SECTION 5.8.  Unconditional Right of Holders to Receive Principal,
                Premium and Interest; Direct Action by Holders
                of Preferred Securities.......................................42
SECTION 5.9.  Restoration of Rights and Remedies..............................43
SECTION 5.10. Rights and Remedies Cumulative..................................43
SECTION 5.11. Delay or Omission Not Waiver....................................43
SECTION 5.12. Control by Holders..............................................43
SECTION 5.13. Waiver of Past Defaults.........................................44
SECTION 5.14. Undertaking for Costs...........................................44

                         ARTICLE VI

                           TRUSTEE

SECTION 6.1.  Certain Duties and Responsibilities.............................45
SECTION 6.2.  Notice of Defaults..............................................46
SECTION 6.3.  Certain Rights of Trustee.......................................47
SECTION 6.4.  Not Responsible for Recitals or Issuance of Debentures..........48
SECTION 6.5.  May Hold Debentures.............................................48


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                                                                            Page


SECTION 6.6.  Money Held in Trust.............................................48
SECTION 6.7.  Compensation and Reimbursement..................................48
SECTION 6.8.  Disqualification; Conflicting Interests.........................49
SECTION 6.9.  Corporate Trustee Required; Eligibility.........................49
SECTION 6.10. Resignation and Removal; Appointment of Successor...............50
SECTION 6.11. Acceptance of Appointment by Successor..........................51
SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.....51
SECTION 6.13. Preferential Collection of Claims Against Company...............52
SECTION 6.14. Appointment of Authenticating Agent.............................52

                         ARTICLE VII

                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1.  Company to Furnish Trustee Names and Addresses of Holders.......54
SECTION 7.2.  Preservation of Information, Communications to Holders..........54
SECTION 7.3.  Reports by Trustee..............................................54
SECTION 7.4.  Reports by Company..............................................55

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1.  Company May Consolidate, etc., Only on Certain Terms............55
SECTION 8.2.  Successor Corporation Substituted...............................56

                         ARTICLE IX

                   SUPPLEMENTAL INDENTURES

SECTION 9.1.  Supplemental Indentures without Consent of Holders..............57
SECTION 9.2.  Supplemental Indentures with Consent of Holders.................58
SECTION 9.3.  Execution of Supplemental Indentures............................59
SECTION 9.4.  Effect of Supplemental Indentures...............................59
SECTION 9.5.  Conformity with Trust Indenture Act.............................60
SECTION 9.6.  Reference in Debentures to Supplemental Indentures..............60

                          ARTICLE X

                          COVENANTS

SECTION 10.1. Payment of Principal, Premium and Interest......................60
SECTION 10.2. Maintenance of Office or Agency.................................60
SECTION 10.3. Money for Debenture Payments to be Held in Trust................61


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                                                                            Page


SECTION 10.4. Statement as to Compliance......................................62
SECTION 10.5. Waiver of Certain Covenants.....................................62
SECTION 10.6. Payment of Trust Costs and Expenses.............................63
SECTION 10.7. Additional Covenants............................................63

                         ARTICLE XI

              REDEMPTION OF SECURITIES AT THE OPTION OF THE COMPANY

SECTION 11.1. Applicability of Article........................................64
SECTION 11.2. Election to Redeem; Notice to Trustee...........................64
SECTION 11.3. Selection of Debentures to be Redeemed..........................64
SECTION 11.4. Notice of Redemption............................................65
SECTION 11.5. Deposit of Redemption Price.....................................66
SECTION 11.6. Payment of Debentures Called for Redemption.....................66
SECTION 11.7. Right of Redemption of Debentures...............................67

                         ARTICLE XII

                    MANDATORY REDEMPTION

SECTION 12.1. Mandatory Redemption............................................67
SECTION 12.2. Notice of Redemption............................................67
SECTION 12.3. Deposit of Repurchase Price.....................................67
SECTION 12.4. Right to Require Repurchase of Debentures.......................68
SECTION 12.5. Definitions.....................................................68

                                  ARTICLE XIII

                            CONVERSION OF SECURITIES

SECTION 13.1. Conversion Rights...............................................69
SECTION 13.2. Conversion Procedures...........................................70
SECTION 13.3. Conversion Price Adjustments....................................72
SECTION 13.4. Reclassification, Consolidation, Merger or Sale of Assets.......76
SECTION 13.5. Notice of Adjustments of Conversion Price.......................77
SECTION 13.6. Prior Notice of Certain Events..................................77
SECTION 13.7. Certain Defined Terms...........................................78
SECTION 13.8. Dividend or Interest Reinvestment Plans.........................79
SECTION 13.9. Certain Additional Rights.......................................79
SECTION 13.10.Trustee Not Responsible for Determining Conversion
                Price or Adjustments..........................................80



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                         ARTICLE XIV

                 SUBORDINATION OF SECURITIES

SECTION 14.1. Debentures Subordinate to Senior Indebtedness...................80
SECTION 14.2. Payment Over of Proceeds Upon Dissolution, etc..................80
SECTION 14.3. Prior Payment to Senior Indebtedness Upon Acceleration
                of Debentures.................................................81
SECTION 14.4. No Payment when Senior Indebtedness in Default..................82
SECTION 14.5. Payment Permitted if No Default.................................82
SECTION 14.6. Subrogation to Rights of Holders of Senior Indebtedness.........83
SECTION 14.7. Provisions Solely to Define Relative Rights.....................83
SECTION 14.8. Trustee to Effectuate Subordination.............................84
SECTION 14.9. No Waiver of Subordination Provisions...........................84
SECTION 14.10.Notice to Trustee...............................................84
SECTION 14.11.Reliance on Judicial Order or Certificate of
                Liquidating Agent.............................................85
SECTION 14.12.Trustee Not Fiduciary for Holders of Senior Indebtedness........85
SECTION 14.13.Rights of Trustee as Holder of Senior Indebtedness..............86
SECTION 14.14.Article Applicable to Paying Agents.............................86
SECTION 14.15.Certain Conversions or Exchanges Deemed Payment.................86
SECTION 14.16.Trust Funds Not Subordinated....................................86


                                      -v-
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     Reconciliation and tie between the Trust Indenture Act of 1939 (including
cross-references to provisions of Sections 310 to and including 317 which,
pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the
Trust Reform Act of 1990, are a part of and govern the Indenture whether or not
physically contained therein) and the Indenture, dated as of March 15, 2000.

Trust Indenture Act Section                          Indenture Section
---------------------------                          -----------------

Section 310       (a)(1), (2) and(5).............    6.9
                  (a)(3).........................    Not Applicable
                  (a)(4).........................    Not Applicable
                  (b)............................    6.8, 6.10
                  (c)............................    Not Applicable
Section 311       (a)............................    6.13
                  (b)............................    6.13
Section 312       (a)............................    7.1, 7.2(a)
                  (b)............................    7.2(b)
                  (c)............................    7.2(c)
Section 313       (a)............................    7.3(a)
                  (b)............................    7.3(b)
                  (c)............................    7.3(a)
                  (d)............................    7.3(b)
Section 314       (a)(1), (2) and(3).............    7.4
                  (a)(4).........................    10.4
                  (b)............................    Not Applicable
                  (c)(1).........................    1.2
                  (c)(2).........................    1.2
                  (c)(3).........................    Not Applicable
                  (d)............................    Not Applicable
                  (e)............................    1.2
                  (f)............................    Not Applicable
Section 315       (a)............................    6.1(a)
                  (b)............................    6.2
                  (c)............................    6.1(b)
                  (d)............................    6.1(c)
                  (d)(1).........................    6.1(a)(1) and 6.1(a)(2)
                  (d)(2).........................    6.1(c)(2)
                  (d)(3).........................    6.1(c)(3)
                  (e)............................    5.14
Section 316         (a)(1)(A)...................   5.12
                    (a)(1)(B)...................   5.13
                    (a)(2)......................   Not Applicable
                    (b).........................   5.8
                    (c).........................   1.4(f)
Section 317         (a)(1)......................   5.3
                    (a)(2)......................   5.4
                    (b).........................   10.3
Section 318         (a).........................   1.7

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


                                      -vi-
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     INDENTURE, dated as of March 15, 2000 between GENTIVA HEALTH SERVICES,
INC., a Delaware corporation (the "Company") having its principal office at 175
Broad Hollow Road, Melville, New York 11747, and Wilmington Trust Company, a
Delaware corporation, as Trustee (the "Trustee").

                                    RECITALS

     A. For its lawful corporate purposes, the Company has duly authorized the
execution and delivery of this Indenture to provide for the issuance of
securities to be known as its 10% Convertible Subordinated Debentures due 2005
(the "Debentures"), the form and substance of such Debentures and the terms,
provisions and conditions thereof to be set forth as provided in this Indenture.

     B. Gentiva Trust, a Delaware statutory business trust (the "Trust"), has
offered to the investors $20,000,000 aggregate liquidation amount of preferred
interests in such Trust (the "Preferred Securities") and proposes to invest the
proceeds from such offering, together with the proceeds of the issuance and sale
by the Trust to the Company of $618,600 aggregate liquidation amount of common
interests in such Trust (the "Common Securities" and collectively with the
Preferred Securities, the "Trust Securities"), in $20,618,600 aggregate
principal amount of the Debentures.

     C. The Company has requested that the Trustee execute and deliver this
Indenture.

     D. All requirements necessary to make this Indenture a valid instrument in
accordance with its terms, and to make the Debentures, when executed by the
Company and authenticated and delivered by the Trustee, the valid obligations of
the Company, have been performed, and the execution and delivery of this
Indenture have been duly authorized in all respects.

     E. To provide the terms and conditions upon which the Debentures are to be
authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture.

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

     NOW THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the
promises and the purchase of the Debentures by the Holders (as defined herein)
thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all of the Holders of the Debentures, as follows:




<PAGE>

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


     SECTION 1.1. Definitions.

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

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

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

          (3) All accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and the term "generally accepted accounting principles" with
     respect to any computation required or permitted hereunder means such
     accounting principles which are generally accepted at the date or time of
     such computation; provided that when two or more principles are so
     generally accepted, it means that set of principles consistent with those
     in use by the Company; and

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

     "Act" when used with respect to any Holder has the meaning specified in
Section 1.4.

     "Additional Interest" means the interest, if any, that shall accrue on any
interest on the Debentures the payment of which has not been made on the
applicable Interest Payment Date and which shall accrue at the rate of 10.0% per
annum compounded quarterly.

     "Additional Taxes" means the sum of any additional taxes, duties and other
governmental charges to which the Trust has become subject from time to time as
a result of a Tax Event.

     "Administrative Trustee" means each Person identified as an "Administrative
Trustee" in the Trust Agreement, solely in such Person's capacity as
Administrative Trustee of the Trust under such Trust Agreement and not in such
Person's individual capacity, or any successor administrative trustee appointed
as therein provided.



                                      -2-
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     "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; provided, however, the Trust shall not be
deemed to be an Affiliate of the Company. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Debentures.

     "BHCA Person" has the meaning set forth in Section 13.1.

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

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

     "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in The City of New York or the State of
Delaware are authorized or required by law or executive order to remain closed.

     "Closing Prices" has the meaning specified in Section 13.7(a).

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

     "Common Securities" has the meaning specified in the Recitals of this
Indenture.

     "Common Stock" means the common stock, par value $.10 per share, of the
Company.

     "Company" means the Person named as the "Company" in the first paragraph of
this Indenture until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

     "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by the Chairman of the Board
of Directors,



                                      -3-
<PAGE>

its President or a Vice President, and by its Treasurer, an Assistant Treasurer,
its Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

     "Conversion Agent" means the Person appointed to act on behalf of the
holders of Preferred Securities in effecting the conversion of Preferred
Securities to Debentures and Debentures to Common Stock as and in the manner set
forth in the Trust Agreement and this Indenture.

     "Conversion Price" has the meaning specified in Section 13.1.

     "Conversion Request" means (a) the irrevocable request to be given by a
Holder to the Conversion Agent directing the Conversion Agent to convert the
Holder's Debenture into shares of Common Stock, and (b) the irrevocable request
to be given by a holder of Preferred Securities to the Conversion Agent
directing the Conversion Agent to exchange such Preferred Securities for
Debentures and to convert such Debentures into Common Stock on behalf of such
holder.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
at the date hereof is 1100 N. Market Street, Wilmington, Delaware 19801
Attention: Corporate Trust Administration.

     "Corporation" includes a corporation, association, company, joint-stock
company or business trust.

     "Current Market Price" has the meaning specified in Section 13.3(f).

     "Debentures" or "Debenture" has the meaning specified in the Recitals to
this Indenture.

     "Debenture Register" and "Debenture Registrar" have the respective meanings
specified in Section 3.5.

     "Defaulted Interest" has the meaning specified in Section 3.7.

     "Distributions," with respect to the Trust Securities, means amounts
payable in respect of such Trust Securities as provided in the Trust Agreement
and referred to therein as "Distributions."

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

     "Event of Default" has the meaning specified in Article V.



                                      -4-
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     "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 1.4(h).

     "Extension Period" has the meaning specified in Section 2.2.

     "Guarantee," with respect to the Trust Securities, means the guarantee by
the Company of Distributions on such Trust Securities to the extent provided in
the Guarantee Agreement.

     "Guarantee Agreement," with respect to the Trust Securities, means the
Preferred Securities Guarantee Agreement, dated as of March 15, 2000, between
the Company and Wilmington Trust Company, as guarantee trustee, as amended from
time to time.

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

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Debentures.

     "Junior Subordinated Payment" has the meaning specified in Section 14.2.

     "Like Amount" means with respect to a redemption of Debentures pursuant to
Article XII in connection with a Change of Control, Debentures having a
principal amount equal to the Liquidation Amount of Trust Securities to be
redeemed in accordance with Article X of the Trust Agreement.

     "Liquidation Amount" means the stated amount of $50 per Trust Security.

     "Maturity" when used with respect to the Debentures means the date on which
the principal of the Debentures becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, in connection with a Change of Control or otherwise.

     "Notice of Default" means a written notice of the kind specified in Section
6.2.

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board of Directors, the President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company and
delivered to the Trustee.



                                      -5-
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     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company, and who shall be acceptable to the Trustee.

     "Original Issue Date" means March 15, 2000.

     "Outstanding" means, as of the date of determination, all Debentures
theretofore authenticated and delivered under this Indenture, except:

          (i) Debentures theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;

          (ii) Debentures for whose payment or redemption price money in the
     necessary amount has been theretofore deposited with the Trustee or any
     Paying Agent in trust for the Holders of such Debentures; and (iii)
     Debentures in substitution for or in lieu of which other Debentures have
     been authenticated and delivered or which have been paid pursuant to
     Section 3.6, unless proof satisfactory to the Trustee is presented that any
     such Debentures are held by Holders in whose hands such Debentures are
     valid, binding and legal obligations of the Company. Debentures so owned
     which have been pledged in good faith may be regarded as Outstanding if the
     pledgee establishes to the satisfaction of the Trustee the pledgee's right
     so to act with respect to such Debentures and that the pledgee is not the
     Company or any other obligor upon the Debentures or any Affiliate of the
     Company or such other obligor. Upon the written request of the Trustee, the
     Company promptly shall furnish to the Trustee an Officers' Certificate
     listing and identifying all Debentures, if any, known by the Company to be
     owned or held by or for the account of the Company or any other obligor on
     the Debentures or any Affiliate of the Company or such obligor, and,
     subject to the provisions of Section 6.1, the Trustee shall be entitled to
     accept such Officers' Certificate as conclusive evidence of the facts
     therein set forth and of the fact that all Debentures not listed therein
     are Outstanding for the purpose of any such determination.

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

     "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

     "Place of Payment" means, with respect to the Debentures, the place or
places where the principal of, premium, if any, and interest on the Debentures
are payable pursuant to Section 3.11.

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



                                      -6-
<PAGE>

under Section 3.6 in lieu of a lost, destroyed or stolen Debenture shall be
deemed to evidence the same debt as the lost, destroyed or stolen Debenture.

     "Preferred Securities" has the meaning specified in the Recitals of this
Indenture.

     "Proceeding" has the meaning specified in Section 14.2.

     "Property Trustee" means the commercial bank or trust company identified as
the "Property Trustee" in the Trust Agreement, solely in its capacity as
Property Trustee of such Trust under such Trust Agreement and not in its
individual capacity, or its successor in interest in such capacity, or any
successor property trustee appointed as therein provided.

     "Purchased Shares" has the meaning specified in Section 13.3(e).

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

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

     "Regular Record Date" for the interest payable on any Interest Payment Date
means the date which is 15 days next preceding such Interest Payment Date
(whether or not a Business Day).

     "Responsible Officer" when used with respect to the Trustee means any
officer of the Trustee assigned by the Trustee from time to time to administer
its corporate trust matters.

     "Rights Plan" means a plan of the Company, if any, providing for the
issuance by the Company to all holders of Common Stock of rights entitling the
holders thereof to subscribe for or purchase shares of Common Stock or any class
or series of preferred stock of the Company, which rights (i) are deemed to be
transferred with such shares of Common Stock, (ii) are not exercisable and (iii)
are also issued in respect of future issuances of Common Stock, in each case
until the occurrence of a specified event or events.

     "SEC Reports" shall have the meaning specified in Section 7.4.

     "Senior Indebtedness" means, with respect to the Company, whether
outstanding at the date of execution of this Indenture or thereafter incurred,
created or assumed the (i) principal, premium, if any, and interest (including
any interest accruing after the filing of any bankruptcy or insolvency
proceeding whether or not such interest constitutes an allowable claim in such
proceeding) of (A) indebtedness of such obligor for money borrowed under any
credit agreements, notes, guarantees or similar documents and (B) indebtedness
evidenced by securities, debentures, bonds or other similar instruments issued
by such obligor, (ii) all capi-



                                      -7-
<PAGE>

tal lease obligations of such obligor, (iii) all obligations of such obligor
issued or assumed as the deferred purchase price of property, all conditional
sale obligations of such obligor and all obligations of such obligor under any
title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business), (iv) all obligations of such obligor for the
reimbursement on any letter of credit bankers' acceptance, security purchase
facility or similar credit transaction, (v) all obligations of such obligor
(contingent or otherwise) with respect to an interest rate or other swap, cap or
collar agreements, commodity hedge transactions or other similar instruments or
agreements or foreign currency hedge, exchange, purchase or similar instruments
or agreements, (vi) all obligations of the types referred to in clauses (i)
through (v) above of other persons for the payment of which such obligor is
responsible or liable as obligor, guarantor or otherwise and (vii) all
obligations of the types referred to in clauses (i) through (vi) above of other
persons secured by any lien on any property or asset of such obligor (whether or
not such obligation is assumed by such obligor); provided, however, that Senior
Indebtedness shall not include (1) any such indebtedness that is by its terms
expressly subordinated to or pari passu with the Convertible Subordinated
Debentures and (2) any indebtedness between or among the Company and its
Affiliates, including all debt securities and guarantees in respect of those
debt securities, issued to any trust, or a trustee of such trust, partnership or
other entity affiliated with the Company that is a financing vehicle of the
Company (a "financing entity") in connection with the issuance by such financing
entity of preferred securities or other securities that rank pari passu with, or
junior to, the Preferred Securities. Such Senior Indebtedness shall continue to
be Senior Indebtedness and be entitled to the benefits of the subordination
provisions irrespective of any deferrals, renewals, extensions or refundings of,
or amendments, modifications, supplements or waivers of any term of such Senior
Indebtedness.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

     "Split-off" means the date of the issuance of all Common Stock of the
Company to stockholders of Olsten Corporation ("Olsten") in exchange for their
Olsten stock and separation of Gentiva Health Services, Inc. from its parent
company, Olsten, to become a separate publicly-traded company pursuant to the
separation Agreement dated August 17, 1999 by and among Olsten, Adecco SA and
the Company (formerly known as Aaronco Corp.).

     "Stated Maturity" when used with respect to any Debenture or any
installment of principal thereof or interest thereon means the date specified
pursuant to the terms of such Debenture as the date on which the principal of
such Debenture or such installment of interest is due and payable, in the case
of such principal, as such date may be shortened or extended as provided
pursuant to the terms of such Debenture and this Indenture.

     "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For purposes of this defini-



                                      -8-
<PAGE>

tion, "voting stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.

     "Tax Event" means the receipt by the Trust of an Opinion of Counsel (as
defined in the Trust Agreement) experienced in such matters to the effect that,
as a result of any amendment to, or change (including any announced proposed
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, pronouncement or decision is announced on or after the
date of issuance of the Preferred Securities, there is more than an
insubstantial risk that: (i) the Trust is, or will be within 90 days of the date
of such Opinion of Counsel, subject to United States federal income tax with
respect to income received or accrued on the Debentures; (ii) interest payable
by the Company on the Debentures is not, or within 90 days of the date of such
Opinion of Counsel, will not be, deductible by the Company, in whole or in part,
for United States federal income tax purposes; or (iii) such Trust is, or will
be within 90 days of the date of such Opinion of Counsel, subject to more than a
de minimis amount of other taxes, duties or other governmental charges.

     "Trading Day" means each Monday, Tuesday, Wednesday, Thursday and Friday,
other than any day on which securities are generally not traded on the
applicable securities exchange or in the applicable securities market.

     "Trust" has the meaning specified in the second recital of this Indenture.

     "Trust Agreement" means the Trust Agreement dated as of March 9, 2000
between the Company, as depositor, Edward A. Blechschmidt, John J. Collura and
Patricia C. Ma, as Administrative Trustees, Wilmington Trust Company as Delaware
Trustee and as Property Trustee, as amended from time to time.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
ss.ss. 77aaa-77bbb), as amended and as in effect on the date as of this
Indenture, except as provided in Section 9.5.

     "Trust Securities" has the meaning specified in the second recital of this
Indenture.

     "Trust Securities Repurchase Price" means, with respect to any Trust
Security, the Liquidation Amount of such Trust Security, plus accrued and unpaid
Distributions, if any, to the Repurchase Date, paid by the Trust upon the
repurchase of Trust Securities pursuant to Article X of the Trust Agreement in
connection with the Change of Control.



                                      -9-
<PAGE>

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include such successor Trustee.

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

     SECTION 1.2. Compliance Certificate and Opinions.

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

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than the certificates provided
pursuant to Section 10.5) shall include:

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

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

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

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

     SECTION 1.3. Forms of Documents Delivered to Trustee.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or



                                      -10-
<PAGE>

covered by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

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

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

     SECTION 1.4. Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given to 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 or proxy duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments is or are
delivered to the Trustee, and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. 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 (subject to Section 6.1)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section 1.4.

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

     (c) The fact and date of the execution by any Person of any such instrument
or writing, or the authority of the Person executing the same, may also be
proved in any other



                                      -11-
<PAGE>

manner which the Trustee deems sufficient and in accordance with such reasonable
rules as the Trustee may determine.

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

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

     (f) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Debentures entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Debentures, provided that the Company may not set a record date for,
and the provisions of this paragraph shall not apply with respect to, the giving
or making of any notice, declaration, request or direction referred to in the
next paragraph. If any record date is set pursuant to this paragraph, the
Holders of the relevant Outstanding Debentures on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such
Holders remain Holders after such record date, provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of the relevant
Outstanding Debentures on such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be canceled and of no effect), and nothing in this paragraph shall
be construed to render ineffective any action taken by Holders of the requisite
principal amount of the relevant Outstanding Debentures on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of the relevant Debentures in the manner
set forth in Section 1.6.

     (g) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Debentures entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 5.2, (iii) any request to institute proceedings referred
to in Section 5.7(2) or (iv) any direction referred to in Section 5.12. If any
record date is set pursuant to this paragraph, the Holders of the Outstanding
Debentures on such record date shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date, provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of the Outstanding Debentures on such record
date. Nothing in this paragraph shall be construed to prevent the Trustee from


                                      -12-
<PAGE>

setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be canceled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of the Outstanding
Debentures on the date such action is taken. Promptly after any record date is
set pursuant to this paragraph, the Trustee, at the Company's expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of the Debentures in the manner set forth in Section 1.6.

     (h) With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day, provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of the Outstanding Debentures in the manner set forth in Section
10.6 on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section 1.4, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this Section 1.4(h). Notwithstanding the foregoing, no Expiration Date shall
be later than the 180th day after the applicable record date.

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

     SECTION 1.5. Notices, etc. to Trustee and Company.

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

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

          (2) the Company by the Trustee, any Holder or any holder of Preferred
     Securities shall be sufficient for every purpose hereunder (except as
     otherwise provided in Section 5.1) if in writing and mailed, first class,
     postage prepaid, to the Company addressed to it at the address of its
     principal office specified in the first paragraph of this instrument or at
     any other address previously furnished in writing to the Trustee by the
     Company.



                                      -13-
<PAGE>

     SECTION 1.6. Notice to Holders; Waiver.

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

     SECTION 1.7. Conflict with Trust Indenture Act.

     (a) This Indenture shall be subject to the provisions of the Trust
Indenture Act whether or not such provisions are required or deemed to be part
of this Indenture and shall, to the extent applicable, be governed by such
provisions.

     (b) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is or would be required or deemed to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required or
deemed provision shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.

     SECTION 1.8. Effect of Headings and Table of Contents.

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

     SECTION 1.9. Successors and Assigns.

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

     SECTION 1.10. Separability Clause.

     In case any provision of this Indenture or in the Debentures 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.



                                      -14-
<PAGE>

     SECTION 1.11. Benefits of Indenture.

     Nothing in this Indenture or in the Debentures, express or implied, shall
give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior Indebtedness, the Holders of the Debentures and,
to the extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and
9.2, the holders of Preferred Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

     SECTION 1.12. Governing Law.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.

     SECTION 1.13. Non-Business Days.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Debenture shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or the Debentures) payment of principal of,
premium, if any, and interest thereon need not be made on such date, but may be
made on the next succeeding Business Day (and no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, until such next succeeding Business Day) except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day (in each case with the
same force and effect as if made on the Interest Payment Date or Redemption Date
or at the Stated Maturity).


                                   ARTICLE II

                                 DEBENTURE forms


     SECTION 2.1. Forms Generally.

     The Debentures and the Trustee's certificate of authentication shall be in
substantially the forms set forth in this Article II, 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 applicable tax laws or the rules of any securities
exchange or automated quotation system on which the Debentures may be listed or
traded or as may, consistently herewith, be determined by the officers executing
such Debentures, as evidenced by their execution of the Debentures.



                                      -15-
<PAGE>

     The definitive Debentures shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods, if required by any
securities exchange or automated quotation system on which the Debentures may be
listed or traded, on a steel engraved border or steel engraved borders or may be
produced in any other manner permitted by the rules of any securities exchange
or automated quotation system on which the Debentures may be listed or traded,
all as determined by the officers executing such Debentures, as evidenced by
their execution of such Debentures.

     SECTION 2.2. Form of Face of Debenture.

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF
     ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
     PARTICIPATION HEREIN MAY BE REOFFERED, RESOLD, ASSIGNED, TRANSFERRED,
     PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
     REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
     SUCH REGISTRATION. THE HOLDER HEREOF MAY NOT ENGAGE IN HEDGING TRANSACTIONS
     IN THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE
     SECURITIES ACT.

          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
     RESELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
     RESTRICTION TERMINATION DATE") WHICH IS THE LATER OF (X) TWO YEARS AFTER
     THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
     GENTIVA HEALTH SERVICES, INC. (THE "COMPANY") OR ANY AFFILIATE OF THE
     COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
     SECURITY), AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
     APPLICABLE LAW ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
     STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)
     FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
     144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
     BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR
     ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
     WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
     144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
     IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT
     TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
     SECURITIES



                                      -16-
<PAGE>

     ACT, SUBJECT TO THE COMPANY'S AND THE TRANSFER AGENT'S RIGHT PRIOR TO ANY
     SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE
     DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
     SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
     OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. ANY TRANSFER
     OF THIS SECURITY IS REQUIRED TO BE MADE IN COMPLIANCE WITH THE APPLICABLE
     STATE SECURITIES LAWS AND APPLICABLE SECURITIES LAWS OF OTHER
     JURISDICTIONS.

          IN THE CASE OF A PURCHASER OF DEBENTURES IN THE STATE OF GEORGIA, FOR
     A PERIOD OF ONE YEAR FROM THE CLOSING DATE, THE PREFERRED SECURITIES SHALL
     CONTAIN THE FOLLOWING LANGUAGE:

          THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH
          (13) OF CODE SECTION 10-5-9 OF THE 'GEORGIA SECURITIES ACT OF 1973,'
          AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS
          EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER
          SUCH ACT.

          THE HOLDER OF THIS SECURITY AGREES THAT IT WILL DELIVER TO EACH PERSON
     TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
     OF THIS LEGEND.





                                      -17-
<PAGE>


                          GENTIVA HEALTH SERVICES, INC.

                    10.0% Convertible Subordinated Debentures


No. _____                                                     $

     GENTIVA HEALTH SERVICES, INC., a corporation organized and existing under
the laws of the state of Delaware (the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Gentiva Trust, or registered assigns, the
principal sum of Dollars on March 15, 2005; provided that the Company, subject
to certain conditions set forth in Section 3.14 of the Indenture, may shorten
the Stated Maturity of the principal of this Debenture. The Company further
promises to pay interest on said principal sum from March 15, 2000, or from the
most recent interest payment date (each such date, an "Interest Payment Date")
on which interest has been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on January 1, April 1, July 1 and
October 1 of each year, commencing July 1, 2000, at the rate of 10.0% per annum,
until the principal hereof shall have become due and payable, plus Additional
Interest, if any, until the principal hereof is paid or duly provided for or
made available for payment and on any overdue principal and (without duplication
and to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the rate of 10.0% per annum,
compounded quarterly. The amount of interest payable for any period shall be
computed on the basis of twelve 30-day months and a 360-day year. The amount of
interest payable for any partial period shall be computed on the basis of the
number of days elapsed in a 360-day year of twelve 30-day months. In the event
that any date on which interest is payable on this Debenture is not a Business
Day, then a payment of the interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date the payment was originally payable. A "Business Day" shall mean any
day other than (i) a Saturday or Sunday or (ii) a day on which banking
institutions in The City of New York or the State of Delaware are authorized or
required by law or executive order to remain closed. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
shall, as provided in the Indenture, be paid to the Person in whose name this
Debenture (or one or more Predecessor Debentures) is registered at the close of
business on the Regular Record Date for such interest installment, which shall
be the 15th day of the month next preceding such Interest Payment Date (whether
or not a Business Day). Any such interest installment not so punctually paid,
duly provided or deferred (as provided below) for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Debenture (or one or more Predecessor Debentures) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Debentures not less than ten days prior to such Special
Record Date, or be paid at any time in any



                                      -18-
<PAGE>

other lawful manner not inconsistent with the requirements of any securities
exchange or automated quotation system on which the Debentures may be listed or
traded, and upon such notice as may be required by such exchange or
self-regulatory organization, all as more fully provided in the Indenture.

     So long as no Event of Default has occurred and is continuing, the Company
shall have the right at any time during the term of this Debenture to defer
payment of interest on this Debenture, at any time or from time to time, for up
to 20 consecutive quarterly interest payment periods with respect to each
deferral (each an "Extension Period"), during which Extension Periods the
Company shall have the right to make partial payments of interest on any
Interest Payment Date, and at the end of such Extension Periods the Company
shall pay all interest then accrued and unpaid (together with Additional
Interest thereon to the extent permitted by applicable law); provided, however,
that no Extension Period shall extend beyond the Stated Maturity of the
principal of this Debenture; and provided, further, that during any such
Extension Period, the Company shall not, and shall not permit any Subsidiary of
the Company to, (i) declare or pay any dividends or distributions on or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's capital stock, (ii) make any payment of principal of, premium, if any,
or interest or on or repay, repurchase or redeem any debt security of the
Company that ranks pari passu with or junior in interest to this Debenture or
(iii) make any guarantee payments with respect to any guarantee by the Company
of the debt securities of any Subsidiary of the Company if such guarantee ranks
pari passu with or junior in interest to this Debenture (other than (a)
dividends or distributions in the Company's capital stock, (b) any declaration
of a dividend in connection with the implementation of a Rights Plan or the
redemption or repurchase of any rights distributed pursuant to a Rights Plan,
(c) payments under the Guarantee with respect to this Debenture and (d)
purchases of Common Stock related to the issuance of Common Stock or rights
under any of the Company's benefit plans for its directors, officers or
employees, related to the issuance of Common Stock or rights under a dividend
reinvestment and stock purchase plan or related to the issuance of Common Stock
(or securities convertible or exchangeable for Common Stock) as consideration in
an acquisition transaction that was entered into prior to the commencement of
such Extension Period). Prior to the termination of any such Extension Period,
the Company may further defer the payment of interest, provided that no
Extension Period shall exceed 20 consecutive quarters or extend beyond the
Stated Maturity of the principal of this Debenture. Upon the termination of any
such Extension Period and upon the payment of all accrued and unpaid interest
and any Additional Interest then due, the Company may elect to begin a new
Extension Period, subject to the above requirements. No interest shall be due
and payable during an Extension Period except at the end thereof. If the Trust
is the sole Holder of this Debenture, the Company shall give the Trustees notice
of its selection of such Extension Period at least one Business Day prior to the
earlier of (i) the next succeeding date on which Distributions on the Preferred
Securities would be payable but for such deferral or (ii) the date the
Administrative Trustees are required to give notice to any securities exchange
or other applicable self-regulatory organization or to holders of such Preferred
Securities of the record date or the date such Distributions are payable, if
any, but in any event not less than one Busi-



                                      -19-
<PAGE>

ness Day prior to such record date. If the Trustee shall not be the sole Holder
of this Debenture, the Company shall give the Holders of this Debenture notice
of its selection of such Extension Period at least ten Business Days prior to
the earlier of (i) the next Interest Payment Date or (ii) the date the Company
is required to give notice to any applicable securities exchange or
self-regulatory organization, if any, or to the Holders of this Debenture of the
record or payment date of such related interest payment.

     Payment of principal of, premium, if any, and interest on this Debenture
shall be made at the office or agency of the Company maintained for that purpose
in the United States, 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; provided, however, that at the option of the Company payment of interest
may be made, except in the case of Debentures in global form, by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Debenture Register.

     The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and subject in right of payments to the prior payment
in full of all Senior Indebtedness, and this Debenture is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Indebtedness, whether now outstanding or hereafter incurred,
and waives reliance by each such holder upon said provisions.

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

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



                                      -20-
<PAGE>

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

                                  GENTIVA HEALTH SERVICES, INC.


                                  By:    ___________________________________



                                  Attest:  _________________________________


     SECTION 2.3. Form of Reverse Debenture.

     This Debenture is one of a duly authorized issue of securities of the
Company, designated as its 10.0% Convertible Subordinated Debentures (the
"Debentures"), limited in aggregate principal amount to $20,618,600 issued under
an Indenture, dated as of March 15, 2000 (the "Indenture"), between the Company
and Wilmington Trust Company, as Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Trustee,
the Company and the Holders of the Debentures, and of the terms upon which the
Debentures are, and are to be, authenticated and delivered. All capitalized
terms used but not defined in this Debenture that are defined in the Indenture
or in the Trust Agreement, dated as of March 9, 2000 (the "Trust Agreement"),
among Gentiva Health Services, Inc., as Depositor, and the Trustees named
therein, shall have the meanings assigned to them in the Indenture or the Trust
Agreement, as the case may be.

     The Company may at any time, at its option, on or after March 15, 2001, and
subject to the terms and conditions of Article XI of the Indenture, redeem this
Debenture in whole at any time or in part from time to time at the redemption
prices set forth below (as expressed as a percentage of the principal amount of
the Debentures), in each case, together with accrued and unpaid interest,
including Additional Interest, if any, to the Redemption Date, upon not less
than 30 nor more than 60 days' prior written notice, if redeemed during the
12-month period commencing on March 15 of each of the years set forth below.

Year                                                 Redemption Price
----                                                 ----------------
2001...........................................            108%
2002...........................................            106%
2003...........................................            104%
2004...........................................            102%

     Upon the occurrence and during the continuation of a Tax Event, the Company
may, at its option, at any time within 90 days of the occurrence of such Tax
Event redeem this



                                      -21-
<PAGE>

Debenture, in whole or in part, subject to the provisions of Section 11.7 and
the other provisions of Article XI of the Indenture, at a redemption price equal
to 100% of the principal amount thereof plus accrued and unpaid interest,
including Additional Interest, if any, to the Redemption Date. Upon the
occurrence of a Change in Control, the Company is required to redeem Debentures
issued under the Indenture equal in aggregate principal amount to the
Liquidation Amount of Preferred Securities required to be repurchased by the
Trust upon such a Change of Control in accordance with Article X of the Trust
Agreement. In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof. If at any time
Debentures are distributed to Holders of Preferred Securities upon a liquidation
of the Trust permitted by the Trust Agreement, such Holders shall have the right
to require the Company to repurchase Debentures upon a Change of Control in
accordance with Article XII of the Indenture.

     The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Debenture upon compliance by the Company with
certain conditions set forth in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Debentures, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Debentures. The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Debentures at the time
Outstanding, on behalf of the Holders of all Debentures, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Debenture shall be conclusive and binding upon such Holder and
upon all future Holders of this Debenture and of any Debenture issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Debenture.

     As provided in and subject to the provisions of the Indenture, if an Event
of Default occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Debentures may declare the principal amount of all the Debentures to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), provided that, in the case of the Debentures issued to the
Trust, if upon an Event of Default the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Debentures fail to declare the
principal of all the Debentures to be immediately due and payable, the holders
of at least 25% in aggregate Liquidation Amount of the Preferred Securities then
outstanding shall have such right by a notice in writing to the Company and the
Trustee; and upon any such declaration the principal amount of and the accrued
interest, including Additional Interest, if any, on all the Debentures shall
become immediately due and payable, provided that the payment of principal and
inter-



                                      -22-
<PAGE>

est, including Additional Interest, if any, on such Debentures shall remain
subordinated to the extent provided in Article XIV of the Indenture.

     Subject to Section 13.1(a) of the Indenture, the Holder of any Debenture
has the right, exercisable at any time on or before 5:00 p.m. (New York City
time) on the second Business Day immediately preceding the date of repayment of
the Debentures, whether at maturity or upon redemption (either at the option of
the Company or pursuant to a Tax Event), to convert the principal amount thereof
(or any portion thereof that is an integral multiple of $50) into fully paid and
nonassessable shares of Common Stock at an initial conversion premium of 17.5%
above the average closing price of the Common Stock during the ten (10) Trading
Days after the Company's first earnings announcement after the Split-off (the
"Conversion Price"), subject to adjustment under certain circumstances. The
number of shares issuable upon conversion of a Debenture is determined by
dividing the principal amount of the Debenture to be converted by the Conversion
Price in effect on the Conversion Date. No fractional shares of Common Stock
shall be issued upon conversion and, in lieu thereof, a cash payment shall be
made for any fractional interest. The outstanding principal amount of any
Debenture shall be reduced by the portion of the principal amount thereof
converted into shares of Common Stock.

     To convert a Debenture, a Holder shall (i) complete and sign a Conversion
Request substantially in the form attached hereto, (ii) surrender the Debenture
to the Conversion Agent, (iii) furnish appropriate endorsements or transfer
documents if required by the Debenture Registrar or Conversion Agent and (iv)
pay any transfer or similar tax, if required. If a Conversion Request is
delivered on or after the Regular Record Date and prior to the subsequent
Interest Payment Date, the Holder shall be required to pay to the Company the
interest payment to be made on the subsequent Interest Payment Date, and shall
be entitled to receive the interest payable on the subsequent Interest Payment
Date, on the portion of Debentures to be converted notwithstanding the
conversion thereof prior to such Interest Payment Date. Notwithstanding the
foregoing, if, during an Extension Period, a notice of redemption is mailed
pursuant to Section 11.4 of the Indenture and a Debenture is converted after
such mailing but prior to the relevant Redemption Date, all accrued but unpaid
interest (including Additional Interest, if any) through the date of conversion
shall be paid to the holder of such Debenture on the Redemption Date. Except as
otherwise provided in the immediately preceding two sentences, in the case of
any Debenture which is converted, interest with a Stated Maturity which is after
the date of conversion of such Debenture shall not be payable, and the Company
shall not make nor be required to make any other payment, adjustment or
allowance with respect to accrued but unpaid interest (including Additional
Interest, if any) on the Debentures being converted, which shall be deemed to be
paid in full. If any Debenture called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Debenture shall (subject to any right of the
Holder of such Debenture or any Predecessor Debenture to receive interest as
provided in the last paragraph of Section 3.7 of the Indenture and this
paragraph) be paid to the Company upon Company Request or, if then held by the
Company, shall be discharged from such trust.



                                      -23-
<PAGE>

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

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Debenture is registrable in the Debenture Register,
upon surrender of this Debenture for registration of transfer at the office or
agency of the Company maintained under Section 10.2 of the Indenture duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Debenture Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Debentures, of authorized denominations and for the same aggregate
principal amount, shall be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

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

     The Debentures are issuable only in registered form without coupons in
denominations of $50 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Debentures are
exchangeable for a like aggregate principal amount of Debentures of a different
authorized denomination, as requested by the Holder surrendering the same.

     The Company and, by its acceptance of this Debenture or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Debenture agree that for United States federal, state and
local tax purposes it is intended that this Debenture constitute indebtedness.

     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.



                                      -24-
<PAGE>

     SECTION 2.4. Form of Trustee's Certificate of Authentication.

     This is one of the Debentures referred to in the within mentioned
Indenture.

Dated:
                            WILMINGTON TRUST COMPANY


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


                             By:    __________________________________
                                    Authorized Signatory


     SECTION 2.5. Form of Conversion Notice.

                               CONVERSION REQUEST

To:      Gentiva Health Services, Inc.

     The undersigned owner of these Debentures hereby irrevocably elects to
convert these Debentures, or the portion below designated, into Common Stock of
the Company (the "Common Stock") in accordance with the terms of the Indenture
(the "Indenture"), dated as of March 15, 2000, between the Company and
Wilmington Trust Company, as Trustee.

     The undersigned owner of these Debentures hereby directs the Conversion
Agent to convert such Debentures on behalf of the undersigned into Common Stock
at the Conversion Price specified in the Indenture. The undersigned owner of
these Debentures also hereby notifies the Conversion Agent that the shares
issuable and deliverable upon conversion, together with any check in payment for
fractional shares, should be issued in the name of and delivered to the
undersigned, unless a different name has been indicated in the assignment below.
If shares are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto.

Date: _________________

Principal Amount of Debentures to be converted ($50 or integral multiples
thereof): _____________

If a name or names other than the undersigned, please indicate in the spaces
below the name or names in which the shares of Common Stock are to be issued,
along with the address or addresses of such person or persons.



                                      -25-
<PAGE>

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

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

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

(Sign exactly as your name appears on the other side of this Debenture) (for
conversion only)

Please print or type name and address, including zip code, and social security
or other identifying number:

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

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

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

Signature Guarantee:*____________________________________


                                   ARTICLE III

                                   DEBENTURES


     SECTION 3.1. Title and Terms; Paying Agent.

     The aggregate principal amount of Debentures which may be authenticated and
delivered under this Indenture is limited to $20,618,600, except for Debentures
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Debentures pursuant to Section 3.4, 3.5, 3.6, 9.6,
11.6 or 12.1 and except for any Debentures which, pursuant to the last paragraph
of Section 3.3, are deemed never to have been authenticated and delivered
hereunder.

     The Debentures shall be known and designated as the "10.0% Convertible
Subordinated Debentures due 2005" of the Company. Their Stated Maturity shall be
March

----------

*    Signature must be guaranteed by an "eligible guarantor institution" that is
     a bank, stockbroker, savings and loan association or credit union meeting
     requirements of the Registrar, which requirements include membership or
     participation in the Securities Transfer Agents Medallion Program ("STAMP")
     or such other "signature guarantee program" as may be determined by the
     Registrar in addition to, or in substitution for, STAMP, all in accordance
     with the Securities and Exchange Act of 1934, as amended.



                                      -26-
<PAGE>

15, 2005, or if the Company elects to accelerate the maturity date in
accordance with Section 5.2 hereof, such earlier date as the Company selects.

     The Debentures shall bear interest at the rate of 10.0% per annum, from
March 15, 2000 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, as the case may be, payable quarterly
(subject to deferral as set forth herein), in arrears, on January 1, April 1,
July 1 and October 1 of each year, commencing July 1, 2000 until the principal
thereof is paid or made available for payment. Accrued interest that is not paid
on the applicable Interest Payment Date (even if unpaid due to an extension of
an interest payment period as set forth below in this Section 3.1) shall bear
Additional Interest on the amount thereof. In the event that any date on which
interest is payable on the Debentures is not a Business Day, then a payment of
the interest payable on such date shall be made on the next succeeding day which
is a Business Day (except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day) (and without any interest or other payment in respect of any such delay),
in each case with the same force and effect as if made on the date the payment
was originally payable.

     The principal of, premium, if any, and interest on the Debentures shall be
payable at the office of the Paying Agent or Paying Agents as the Company may
designate for such purpose from time to time, 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; provided, however, that at the option of the
Company payment of interest may be made, except in the case of Global
Debentures, by check mailed to the address of the Person entitled thereto as
such address shall appear in the Debenture Register.

     The Company designates the Trustee as the initial Paying Agent with respect
to the Debentures. The Company may at any time designate additional Paying
Agents or rescind the designation of any Paying Agent or approve a change in the
office through which any Paying Agent acts pursuant to Section 10.2.

     The Debentures shall be subordinated in right of payment to Senior
Indebtedness as provided in Article XIV.

     SECTION 3.2. Denominations.

     The Debentures shall be in registered form without coupons and shall be
issuable in denominations of $50 and any integral multiple thereof.

     SECTION 3.3. Execution, Authentication, Delivery and Dating.

     The Debentures shall be executed on behalf of the Company by its Chief
Executive Officer, President or one of its Vice Presidents under its corporate
seal reproduced or impressed thereon and attested by its Secretary or one of its
Assistant Secretaries. The signa-



                                      -27-
<PAGE>

ture of any of these officers on the Debentures may be manual or facsimile.
Debentures bearing the manual or facsimile signatures of individuals who were at
any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Debentures or did not
hold such offices at the date of such Debentures. The Debentures may contain
such notations, legends or endorsements required by law, stock exchange rule or
usage. Each Debenture shall be dated the date of its authentication by the
Trustee.

     A Debenture shall not be valid until manually authenticated by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Debenture so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture. Notwithstanding the foregoing, if any
Debenture shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Debenture to the
Trustee for cancellation as provided in Section 3.9, for all purposes of this
Indenture such Debenture shall be deemed never to have been authenticated and
delivered hereunder and shall not be entitled to the benefits of this Indenture.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Debentures executed by the Company to the
Trustee for authentication, together with a written order of the Company for the
authentication and delivery of such Debentures signed by its Chief Executive
Officer, President or any Vice President and its Treasurer or any Assistant
Treasurer, and the Trustee in accordance with such written order shall
authenticate and deliver such Debentures.

     In authenticating such Debentures and accepting the additional
responsibilities under this Indenture in relation to such Debentures, the
Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel stating that the form and terms thereof have been
established in conformity with the provisions of this Indenture.

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

     Each Debenture shall be dated the date of its authentication.

     SECTION 3.4. Temporary Debentures.

     Pending the preparation of definitive Debentures, the Company may execute,
and upon Company Order the Trustee shall authenticate and make available for
delivery, temporary Debentures which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Debentures in lieu of which they
are issued and with such appropriate insertions, omissions, substi-



                                      -28-
<PAGE>

tutions and other variations as the officers executing such Debentures may
determine, as evidenced by their execution of such Debentures.

     If temporary Debentures are issued, the Company will cause definitive
Debentures to be prepared without unreasonable delay. After the preparation of
definitive Debentures, the temporary Debentures shall be exchangeable for
definitive Debentures upon surrender of the temporary Debentures at the office
or agency of the Company designated for that purpose without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Debentures,
the Company shall execute and the Trustee shall authenticate and make available
for delivery in exchange therefor one or more definitive Debentures, of any
authorized denominations having the same Original Issue Date and Stated Maturity
and having the same terms as such temporary Debentures. Until so exchanged, the
temporary Debentures shall in all respects be entitled to the same benefits
under this Indenture as definitive Debentures.

     SECTION 3.5. Registration, Transfer and Exchange.

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the "Debenture Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Debentures and of transfers of Debentures. The Trustee is hereby
appointed "Debenture Registrar" for the purpose of registering Debentures and
transfers of Debentures as herein provided.

     Upon surrender for registration of transfer of any Debenture at the office
or agency of the Company designated for that purpose the Company shall execute,
and the Trustee shall authenticate and make available for delivery, in the name
of the designated transferee or transferees, one or more new Debentures of any
authorized denominations, of a like aggregate principal amount, of the same
Original Issue Date and Stated Maturity and having the same terms.

     At the option of the Holder, Debentures may be exchanged for other
Debentures of any authorized denominations, of a like aggregate principal
amount, of the same Original Issue Date and Stated Maturity and having the same
terms, upon surrender of the Debentures to be exchanged at such office or
agency; provided that, any Holder which is a BHCA Person shall be subject to the
transfer restrictions set forth in Section 13.1(a) hereof. Whenever any
Debentures are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and make available for delivery, the Debentures which
the Holder making the exchange is entitled to receive.

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



                                      -29-
<PAGE>

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

     No service charge shall be made to a Holder for any transfer or exchange of
Debentures, 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
transfer or exchange of Debentures.

     Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section 3.5, (a) to issue, register the transfer of or
exchange any Debenture during a period beginning at the opening of business 15
days before the day of selection for redemption of Debentures pursuant to
Article XI and ending at the close of business on the day of mailing of notice
of redemption or (b) to register the transfer of or exchange any Debenture so
selected for redemption in whole or in part, except, in the case of any
Debenture to be redeemed in part, any portion thereof not to be redeemed.

     SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Debentures.

     If any mutilated Debenture is surrendered to the Trustee together with such
security or indemnity as may be required by the Company or the Trustee to save
each of them harmless, the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a new
Debenture of like tenor and principal amount, having the same Original Issue
Date and Stated Maturity and bearing the same interest rate as such mutilated
Debenture, and bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Debenture and
(ii) such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Debenture has been acquired by a bona fide purchaser, the Company shall execute
and upon its request the Trustee shall authenticate and make available for
delivery, in lieu of any such destroyed, lost or stolen Debenture, a new
Debenture of like tenor and principal amount, having the same Original Issue
Date and Stated Maturity and bearing the same interest rate as such destroyed,
lost or stolen Debenture and bearing a number not contemporaneously outstanding.

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

     Upon the issuance of any new Debenture under this Section 3.6, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge



                                      -30-
<PAGE>

that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith.

     Every new Debenture issued pursuant to this Section 3.6 in lieu of any
destroyed, lost or stolen Debenture shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Debenture shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Debentures duly issued hereunder.

     The provisions of this Section 3.6 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debentures.

     SECTION 3.7. Payment of Interest; Interest Rights Preserved.

     Interest on any Debenture which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date, shall be paid to the Person in whose
name that Debenture (or one or more Predecessor Debentures) is registered at the
close of business on the Regular Record Date for such interest payment, except
that, unless otherwise provided in the Debentures, interest payable on the
Stated Maturity of the principal of a Debenture shall be paid to the Person to
whom principal is paid. The initial payment of interest on any Debenture which
is issued between a Regular Record Date and the related Interest Payment Date
shall be payable as provided in such Debenture. At the option of the Company,
interest on any Debentures may be paid (i) by check mailed to the address of the
Person entitled thereto as it shall appear on the Debenture Register or (ii) by
wire transfer in immediately available funds at such place and to such account
as designated by the Person entitled thereto as specified in the Debenture
Register.

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

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



                                      -31-
<PAGE>

     Persons entitled to such Defaulted Interest as in this clause provided.
     Thereupon the Trustee shall fix a Special Record Date for the payment of
     such Defaulted Interest which shall be not more than 15 days and not less
     than ten days prior to the date of the proposed payment and not less than
     ten days after the receipt by the Trustee of the notice of the proposed
     payment. The Trustee shall promptly notify the Company of such Special
     Record Date and, in the name and at the expense of the Company, shall cause
     notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor to be mailed, first class, postage prepaid, to each
     Holder of a Debenture at the address of such Holder as it appears in the
     Debenture Register not less than ten days prior to such Special Record
     Date. The Trustee may, in its discretion, in the name and at the expense of
     the Company, cause a similar notice to be published at least once in a
     newspaper, customarily published in the English language on each Business
     Day and of general circulation in New York City, but such publication shall
     not be a condition precedent to the establishment of such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been mailed as aforesaid, such
     Defaulted Interest shall be paid to the Persons in whose names the
     Debentures (or their respective Predecessor Debentures) are registered on
     such Special Record Date and shall no longer be payable pursuant to the
     following clause (2).

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

     Any interest on any Debenture which is deferred or extended pursuant to
Section 3.11 shall not be Defaulted Interest for the purposes of this Section
3.7.

     Subject to the foregoing provisions of this Section 3.7, each Debenture
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Debenture shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Debenture.

     SECTION 3.8. Persons Deemed Owners.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name any Debenture is registered on the Debenture
Register as the owner of such Debenture for the purpose of receiving payment of
principal of, premium, if any, and (subject to Section 3.7) interest on such
Debenture and for all other purposes whatsoever, whether or not such Debenture
be overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.



                                      -32-
<PAGE>

     SECTION 3.9. Cancellation.

     All Debentures surrendered for payment, redemption, registration of
transfer, conversion or exchange shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Debentures and Debentures
surrendered directly to the Trustee for any such purpose shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Debentures previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Debentures
so delivered shall be promptly canceled by the Trustee. No Debentures shall be
authenticated in lieu of or in exchange for any Debentures canceled as provided
in this Section 3.9, except as expressly permitted by this Indenture. All
canceled Debentures shall be returned by the Trustee to the Company and
destroyed by the Company.

     SECTION 3.10. Computation of Interest.

     Interest on the Debentures payable for any full quarterly period shall be
computed on the basis of a 360-day year of twelve 30-day months and interest on
the Debentures for any partial period shall be computed on the basis of the
number of days elapsed in a 360-day year of twelve 30-day months.

     SECTION 3.11. Deferrals of Interest Payment Dates.

     So long as no Event of Default has occurred and is continuing, the Company
shall have the right, at any time during the term of the Debentures, from time
to time to defer the payment of interest on the Debentures for up to 20
consecutive quarterly interest payment periods with respect to each deferral
period (each, an "Extension Period"), during which Extension Periods the Company
shall have the right to make partial payments of interest on any Interest
Payment Date. No Extension Period shall end on a date other than an Interest
Payment Date. At the end of any such Extension Period the Company shall pay all
interest then accrued and unpaid on the Debentures (together with Additional
Interest thereon, if any, at the rate of 10.0%, to the extent permitted by
applicable law) to the Persons in whose names the Debentures are registered at
the close of business on the Regular Record Date with respect to the Interest
Payment Date at the end of such Extension Period; provided, however, that no
Extension Period shall extend beyond the Stated Maturity of the principal of the
Debentures; and provided, further, that during any such Extension Period, the
Company shall not, and shall not permit any Subsidiary to, (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock, (ii)
make any payment of principal of, premium, if any, or interest on or repay,
repurchase or redeem any debt security of the Company that ranks pari passu with
or junior in interest to the Debentures or (iii) make any guarantee payments
with respect to any guarantee by the Company of the debt securities of any
Subsidiary of the Company that by their terms rank pari passu with or junior in
interest to the Debentures (other than (a) dividends or distributions in the
Company's capital stock, (b) any declaration of a dividend in connection with
the implementation of a Rights Plan, or the redemption or repurchase of any
rights distributed



                                      -33-
<PAGE>

pursuant to a Rights Plan, (c) payments under the Guarantee with respect to such
Debenture and (d) purchases of Common Stock related to the issuance of Common
Stock or rights under any of the Company's benefit plans for its directors,
officers or employees, related to the issuance of Common Stock or rights under a
dividend reinvestment and stock purchase plan or related to the issuance of
Common Stock (or securities convertible or exchangeable for Common Stock) as
consideration in an acquisition transaction that was entered into prior to the
commencement of such Extension Period). Prior to the termination of any such
Extension Period, the Company may further defer the payment of interest,
provided that no Extension Period shall exceed 20 consecutive quarterly periods
or extend beyond the Stated Maturity of the principal of the Debentures. Upon
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period, subject to the
above requirements. No interest shall be due and payable during an Extension
Period, except at the end thereof. If the Property Trustee shall be the sole
Holder of the Debentures, the Company shall give the Administrative Trustees and
the Property Trustee written notice of its election to begin any such Extension
Period at least one Business Day prior to the earlier of (i) the next succeeding
date on which Distributions on the Preferred Securities of the Trust would be
payable but for such deferral or (ii) the date the Administrative Trustees of
the Trust are required to give notice to any securities exchange or other
applicable self-regulatory organization or to holders of such Preferred
Securities of the record date or the date such Distributions are payable, but in
any event not less than one Business Day prior to such record date. If the
Property Trustee shall not be the sole Holder of the Debentures, the Company
shall give Holders written notice of its election to begin any such Extension
Period at least ten Business Days prior to the earlier of (i) the next
succeeding date Interest Payment Date or (ii) the date the Company is required
to give notice to any securities exchange or other applicable self-regulatory
organization or to Holders of the record date or the date of such Interest
Payment Date. Notwithstanding any other provision of this Indenture, for all
purposes under this Indenture Distributions on the Debentures shall not be
deemed payable, and the deferral of Distributions shall not constitute an Event
of Default, at any time during which an Extension Period is in effect.

     The Trustee shall promptly give notice, in the name and at the expense of
the Company, of the Company's election to begin any such Extension Period to the
Holders of the Outstanding Debentures.

     SECTION 3.12. Right of Set-Off.

     Notwithstanding anything to the contrary in the Indenture, the Company
shall have the right to set-off any payment it is otherwise required to make
thereunder in respect of any Debenture to the extent the Company has theretofore
made, or is concurrently on the date of such payment making, a payment under the
Guarantee or under Section 5.8 of this Indenture.



                                      -34-
<PAGE>

     SECTION 3.13. Agreed Tax Treatment.

     Each Debenture issued hereunder shall provide that the Company and, by its
acceptance of a Debenture or a beneficial interest therein, the Holder of, and
any Person that acquires a beneficial interest in, such Debenture intend that
such Debenture constitutes indebtedness and agree to treat such Debenture as
indebtedness for United States federal, local and state tax purposes.

     SECTION 3.14. Shortening of Stated Maturity.

     Upon the occurrence of a Tax Event and subject to (i) the receipt by the
Company of an opinion of independent tax counsel experienced in such matters
that after advancing the Stated Maturity, interest paid on the Debentures will
be deductible for United States income tax purposes and (ii) advancing the
Stated Maturity shall not result in a taxable event to holders of the Preferred
Securities, the Company shall have the right, prior to the termination of the
Trust, to advance the Stated Maturity of the Debentures to the minimum extent
required in order to allow for the payments of interest in respect of the
Debentures to be tax deductible. In the event that the Company elects to shorten
the Stated Maturity of the Debentures pursuant to this Section 3.14, it shall
give written notice to the Trustee, and the Trustee shall give notice of such
shortening to the Holders, no less than 30 and no more than 60 days prior to the
effectiveness thereof.


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE


     SECTION 4.1. Satisfaction and Discharge of Indenture.

     This Indenture shall, upon Company Request, cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Debentures herein expressly provided for and as otherwise provided in this
Section 4.1) and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

     (1) either

          (A) all Debentures theretofore authenticated and delivered (other than
     (i) Debentures which have been destroyed, lost or stolen and which have
     been replaced or paid as provided in Section 3.6 and (ii) Debentures for
     whose payment money has theretofore been deposited in trust or segregated
     and held in trust by the Company and thereafter repaid to the Company or
     discharged from such trust, as provided in Section 10.3) have been
     delivered to the Trustee for cancellation; or



                                      -35-
<PAGE>

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

               (i) have become due and payable, or

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

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

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

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to Section 4.2(1)(B), the
obligations of the Trustee under Section 4.2 and the last paragraph of Section
10.3 shall survive.

     SECTION 4.2. Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by the Trustee, in accordance with the provisions of the Debentures and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal, premium, if any,
and interest for the payment of which such money has been deposited with or
received by the Trustee.




                                      -36-
<PAGE>

                                    ARTICLE V

                                    REMEDIES


     SECTION 5.1. Events of Default.

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

          (1) default in the payment of any interest upon the Debentures,
     including any Additional Interest in respect thereof, when it becomes due
     and payable, and continuance of such default for a period of 30 days;
     provided, however, that the deferral of any Distributions at any time an
     Extension Period is in effect shall not constitute and Event of Default;

          (2) default in the payment of the principal of or premium, if any, on
     the Debentures at their Maturity;

          (3) default in the performance, or breach, in any material respect, of
     any covenant or warranty of the Company in this Indenture (other than a
     covenant or warranty a default in the performance of which or the breach of
     which is elsewhere in this Section 5.1 specifically dealt with), and
     continuance of such default or breach for a period of 90 days after there
     has been given, by registered or certified mail, to the Company by the
     Trustee or to the Company and the Trustee by the Holders of at least 25% in
     principal amount of the Outstanding Debentures a written notice specifying
     such default or breach and requiring it to be remedied;

          (4) the entry of a decree or order by a court having jurisdiction in
     the premises adjudging the Company a bankrupt or insolvent, or approving as
     properly filed a petition seeking reorganization, arrangement, adjustment
     or composition of or in respect of the Company under any applicable federal
     or state bankruptcy, insolvency, reorganization or other similar law, or
     appointing a receiver, liquidator, assignee, trustee, sequestrator (or
     other similar official) of the Company or of any substantial part of its
     property or ordering the winding up or liquidation of its affairs, and the
     continuance of any such decree or order unstayed and in effect for a period
     of 60 consecutive days;

          (5) the institution by the Company of proceedings to be adjudicated a
     bankrupt or insolvent, or the consent by it to the institution of
     bankruptcy or insolvency proceedings against it, or the filing by it of a
     petition or answer or consent seeking reorganization or relief under any
     applicable federal or state bankruptcy, insolvency, re-



                                      -37-
<PAGE>

     organization or other similar law, or the consent by it to the filing of
     any such petition or to the appointment of a receiver, liquidator,
     assignee, trustee, sequestrator (or other similar official) of the Company
     or of any substantial part of its' property, or the making by it of an
     assignment for the benefit for creditors, or the admission by it in writing
     of its inability to pay its debts generally as they become due and its
     willingness to be adjudicated a bankrupt, or the taking of corporate action
     by the Company in furtherance of any such action; or

          (6) the voluntary or involuntary dissolution, winding-up or
     termination of the Trust, except in connection with the distribution of the
     Debentures to the holders of Preferred Securities in liquidation of the
     Trust and in connection with certain mergers, consolidations or
     amalgamations permitted by the Trust Agreement.

     SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in Section
5.1(4) or 5.1(5)) occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Debentures may declare the principal amount of all the Debentures to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), provided that, in the case of the Debentures
issued to the Trust, if, upon an Event of Default, the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Debentures fail to
declare the principal amount of all the Debentures to be immediately due and
payable, the holders of at least 25% in aggregate liquidation amount of the
corresponding Preferred Securities then outstanding shall have such right by a
notice in writing to the Company and the Trustee; and upon any such declaration
such principal amount (or specified portion thereof) of and the accrued interest
(including any Additional Interest) on all the Debentures shall become
immediately due and payable. Payment of principal and interest (including any
Additional Interest) on such Debentures shall remain subordinated to the extent
provided in Article XIV notwithstanding that such amount shall become
immediately due and payable as herein provided. If an Event of Default specified
in Section 5.1(4) or 5.1(5) occurs, the principal amount of all the Debentures
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.

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

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



                                      -38-
<PAGE>

               (A) all overdue installments of interest (including any
          Additional Interest) on all of the Debentures,

               (B) the principal of and premium, if any, on any Debentures which
          have become due otherwise than by such declaration of acceleration and
          interest thereon at the rate borne by the Debentures, and

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

          (2) all Events of Default, other than the non-payment of the principal
     of Debentures which has become due solely by such acceleration, have been
     cured or waived as provided in Section 5.13;

provided that, in the case of Debentures held by the Trust, if the Holders of at
least a majority in principal amount of the Outstanding Debentures fail to
rescind and annul such declaration and its consequences, the holders of a
majority in aggregate Liquidation Amount of the Preferred Securities then
outstanding shall have such right by written notice to the Company and the
Trustee, subject to the satisfaction of the conditions set forth in Clauses (1)
and (2) above of this Section 5.2.

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

     SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee.

     The Company covenants that if:

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

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

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Debentures, the whole amount then due and payable
on such Debentures for principal, premium, if any, and interest (including any
Additional Interest); and, in addition thereto, all amounts owing the Trustee
under Section 6.7.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the amounts so due and unpaid, and may
prosecute such proceeding to



                                      -39-
<PAGE>

judgment or final decree, and may enforce the same against the Company or any
other obligor upon the Debentures and collect the money adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
any other obligor upon the Debentures, wherever situated.

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

     SECTION 5.4. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Debentures or the property of the Company or of such other obligor or their
creditors,

          (a) the Trustee (irrespective of whether the principal of the
     Debentures shall then be due and payable as therein expressed or by
     declaration of acceleration or otherwise and irrespective of whether the
     Trustee shall have made any demand on the Company for the payment of
     overdue principal, premium, if any, or interest (including any Additional
     Interest)) shall be entitled and empowered, by intervention in such
     proceeding or otherwise,

               (i) to file and prove a claim for the whole amount of principal,
          premium, if any, and interest (including any Additional Interest)
          owing and unpaid in respect to the Debentures and to file such other
          papers or documents as may be necessary or advisable and to take any
          and all actions as are authorized under the Trust Indenture Act in
          order to have the claims of the Holders and any predecessor to the
          Trustee under Section 6.7 allowed in any such judicial proceedings;
          and

               (ii) in particular, the Trustee shall be authorized to collect
          and receive any money or other property payable or deliverable on any
          such claims and to distribute the same in accordance with Section 5.6;
          and

          (b) any custodian, receiver, assignee, trustee, liquidator,
     sequestrator (or other similar official) in any such judicial proceeding is
     hereby authorized by each Holder to make such payments to the Trustee for
     distribution in accordance with Section 5.6, 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 and any predecessor
     Trustee under Section 6.7.



                                      -40-
<PAGE>

     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 Debentures
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

     SECTION 5.5. Trustee May Enforce Claims Without Possession of Debentures.

     All rights of action and claims under this Indenture or the Debentures may
be prosecuted and enforced by the Trustee without the possession of any of the
Debentures or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of all the amounts owing the Trustee and any predecessor Trustee
under Section 6.7, its agents and counsel, be for the ratable benefit of the
Holders of the Debentures in respect of which such judgment has been recovered.

     SECTION 5.6. Application of Money Collected.

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

          FIRST: To the payment of all amounts due the Trustee and any
     predecessor Trustee under Section 6.7;

          SECOND: Subject to Article XIV, to the payment of the amounts then due
     and unpaid upon the Debentures for principal (and premium, if any),
     interest (including any Additional Interest) and Additional Taxes, in
     respect of which or for the benefit of which such money has been collected,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Debentures for principal, premium, if any,
     and interest (including any Additional Interest), respectively; and

          THIRD: The balance, if any, to the Person or Persons entitled thereto.

     SECTION 5.7. Limitation on Suits.

     Subject to Section 5.8, no Holder of any Debenture shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture
or for the appoint-



                                      -41-
<PAGE>

ment of a receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) or for any other remedy hereunder, unless:

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default;

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

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

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

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

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

     SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium
                  and Interest; Direct Action by Holders of Preferred
                  Securities.

     Notwithstanding any other provision in this Indenture, the Holder of any
Debenture shall have the right which is absolute and unconditional to receive
payment of the principal of, premium, if any, and (subject to Section 3.7)
interest (including any Additional Interest) on such Debenture on the respective
Stated Maturities expressed in such Debenture (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder. In the case of Debentures held by the Trust, any holder of the Preferred
Securities shall have the right, upon the occurrence of an Event of Default
described in Section 5.1(1) or 5.1(2), to institute a suit directly against the
Company for enforcement of payment to such holder of principal of, premium, if
any, and (subject to Section 3.7) interest (including any Additional Interest)
on the Debentures having a principal amount equal to the aggregate Liquidation
Amount of such Preferred Securities held by such holder.



                                      -42-
<PAGE>

     SECTION 5.9. Restoration of Rights and Remedies.

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

     SECTION 5.10. Rights and Remedies Cumulative.

     Except as otherwise provided in the last paragraph of Section 3.6, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     SECTION 5.11. Delay or Omission Not Waiver.

     No delay or omission of the Trustee, any Holder of any Debenture or any
holder of any Preferred Security to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.

     Every right and remedy given by this Article V or by law to the Trustee or
to the Holders and the right and remedy given to the holders of Preferred
Securities by Section 5.8 may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee, the Holders or the holders of Preferred
Securities, as the case may be.

     SECTION 5.12. Control by Holders.

     The Holders of a majority in principal amount of the Outstanding Debentures
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee, provided that:

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



                                      -43-
<PAGE>

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

          (3) subject to the provisions of Section 6.1, the Trustee shall have
     the right to decline to follow such direction if a Responsible Officer or
     Officers of the Trustee shall, in good faith, determine that the proceeding
     so directed would be unjustly prejudicial to the Holders not joining in any
     such direction or would involve the Trustee in personal liability.

     SECTION 5.13. Waiver of Past Defaults.

     The Holders of not less than a majority in principal amount of the
Outstanding Debentures and, in the case of any Debentures issued to the Trust,
the holders of a majority in Liquidation Amount of Preferred Securities issued
by the Trust may waive any past default hereunder and its consequences, except a
default:

          (1) in the payment of the principal of, premium, if any, or interest
     (including any Additional Interest) on any Debenture (unless all Events of
     Default, other than the non-payment of the principal of Debentures which
     has become due solely by such acceleration, have been cured or annulled as
     provided in Section 5.3 and the Company has paid or deposited with the
     Trustee a sum sufficient to pay all overdue installments of interest
     (including any Additional Interest) on all Debentures, the principal of and
     premium, if any, on any Debentures which have become due otherwise than by
     such declaration of acceleration and interest thereon at the rate borne by
     the Debentures, and all sums paid or advanced by the Trustee hereunder and
     the reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel), or

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

     Any such waiver shall be deemed to be on behalf of the Holders of all the
Debentures or, in the case of a waiver by holders of Preferred Securities, by
all holders of Preferred Securities.

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

     SECTION 5.14. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Debenture by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require,



                                      -44-
<PAGE>

in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees and expenses, against any
party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of this
Section 5.14 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder or group of Holders holding in the aggregate more than
10% in principal amount of the Outstanding Debentures, to any suit instituted
pursuant to Section 5.8 by any holder or group of holders holding in the
aggregate more than 10% in aggregate Liquidation Amount of Preferred Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of, premium, if any, or interest (including any Additional
Interest) on any Debenture on or after the respective Stated Maturities
expressed in such Debenture.

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


                                   ARTICLE VI

                                     TRUSTEE


     SECTION 6.1. Certain Duties and Responsibilities.

     (a) Except during the continuance of an Event of Default,

               (1) the Trustee undertakes to perform such duties and only such
          duties as are specifically set forth in this Indenture, and no implied
          covenants or obligations shall be read into this Indenture against the
          Trustee; and

               (2) 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; but in the case of any such certificates or
          opinions which by any provisions hereof are specifically required to
          be furnished to the Trustee, the Trustee shall be under a duty to
          examine the same to determine whether or not they conform to the
          requirements of this Indenture.



                                      -45-
<PAGE>

     (b) In case 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, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his own affairs.

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

               (1) this subsection (c) shall not be construed to limit the
          effect of subsection (a) of this Section 6.1;

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

               (3) the Trustee shall not be liable with respect to any action
          taken or omitted to be taken by it in good faith in accordance with
          the direction of Holders pursuant to Section 5.12 relating to the
          time, method and place of conducting any proceeding for any remedy
          available to the Trustee, or exercising any trust or power conferred
          upon the Trustee, under this Indenture.

     (d) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if there shall be reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

     (e) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
6.1.

     SECTION 6.2. Notice of Defaults.

     Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder, the Trustee shall transmit
by mail to all Holders of Debentures, as their names and addresses appear in the
Debenture Register, notice of such default, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of, premium, if any, or interest (including any
Additional Interest) on any Debenture, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of Debentures; and provided, further, that, in the case
of any default of the character specified in Section 5.1(3), no such notice to


                                      -46-
<PAGE>

Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section 6.2, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default.

     SECTION 6.3. Certain Rights of Trustee.

     Subject to the provisions of Section 6.1:

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

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

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

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

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

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

          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trus-



                                      -47-
<PAGE>

     tee shall not be responsible for any misconduct or negligence on the part
     of any agent or attorney appointed with due care by it hereunder; and

          (h) the Trustee shall not be liable for any action taken, suffered, or
     omitted to be taken by it in good faith and reasonably believed by it to be
     authorized or within the discretion or rights or powers conferred upon it
     by this Indenture.

     SECTION 6.4. Not Responsible for Recitals or Issuance of Debentures.

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

     SECTION 6.5. May Hold Debentures.

     The Trustee, any Authenticating Agent, any Paying Agent, any Debenture
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Debentures and, subject to Sections
6.8 and 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Debenture
Registrar or such other agent.

     SECTION 6.6. Money Held in Trust.

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

     SECTION 6.7. Compensation and Reimbursement.

     The Company, as borrower, agrees

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

          (2) to reimburse the Trustee upon its request for all reasonable
     expenses, disbursements and advances incurred or made by the Trustee in
     accordance with any provision of this Indenture (including the reasonable
     compensation and the expenses



                                      -48-
<PAGE>

     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

          (3) to indemnify the Trustee for, and to hold it harmless against, any
     and all loss, liability, damage, claim or expense (including the reasonable
     compensation and the expenses and disbursements of its agents and counsel)
     incurred without negligence or bad faith, arising out of or in connection
     with the acceptance or administration of this trust or the performance of
     its duties hereunder, including the costs and expenses of defending itself
     against any claim or liability in connection with the exercise or
     performance of any of its powers or duties hereunder. This indemnification
     shall survive the termination of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.1(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

     SECTION 6.8. Disqualification; Conflicting Interests.

     The Trustee shall be subject to the provisions of Section 310(b) of the
Trust Indenture Act. Nothing herein shall prevent the Trustee from filing with
the Commission the application referred to in said Section 310(b).

     SECTION 6.9. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be:

          (a) a corporation organized and doing business under the laws of the
     United States of America or of any state or territory or the District of
     Columbia, authorized under such laws to exercise corporate trust powers and
     subject to supervision or examination by federal, state, territorial or
     District of Columbia authority, or

          (b) a corporation or other Person organized and doing business under
     the laws of a foreign government that is permitted to act as Trustee
     pursuant to a rule, regulation or order of the Commission, authorized under
     such laws to exercise corporate trust powers, and subject to supervision or
     examination by authority of such foreign government or a political
     subdivision thereof substantially equivalent to supervision or examination
     applicable to United States institutional trustees, in either case having a
     combined capital and surplus of at least $50,000,000. If such corporation
     publishes reports of condition at least annually, pursuant to law or to the
     requirements of the aforesaid supervising or examining authority, then, for
     the purposes of this Section 6.9, the combined capital and surplus of such
     corporation shall be deemed to be its combined capital and surplus as set
     forth in its most recent report of condition so published. If at any time
     the Trustee shall cease to be eligible in accordance with the pro-



                                      -49-
<PAGE>

     visions of this Section 6.9, it shall resign immediately in the manner and
     with the effect hereinafter specified in this Article VI. Neither the
     Company nor any Person directly or indirectly controlling, controlled by or
     under common control with the Company shall serve as Trustee.

     SECTION 6.10. Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article VI shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

     (b) The Trustee may resign at any time by giving written notice thereof to
the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

     (c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Debentures, delivered to the
Trustee and to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after such
removal, the Trustee being removed may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

     (d) If at any time:

          (1) the Trustee shall fail to comply with Section 6.8 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Debenture for at least six months,

          (2) the Trustee shall cease to be eligible under Section 6.9 and shall
     fail to resign after written request therefor by the Company or by any such
     Holder, or

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

then, in any such case, (i) the Company, acting pursuant to the authority of a
Board Resolution, may remove the Trustee or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Debenture for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee or Trustees.



                                      -50-
<PAGE>

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee. If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Debentures delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Debenture for at least six months may, subject to Section 5.14,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee by mailing written
notice of such event by first-class mail, postage prepaid, to the Holders of
Debentures as their names and addresses appear in the Debenture Register. Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.

     SECTION 6.11. Acceptance of Appointment by Successor.

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

     (b) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all rights, powers and trusts referred to in Section
6.11(a).

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

     SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or



                                      -51-
<PAGE>

consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article VI,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Debentures shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Debentures so authenticated, and in case any
Debentures shall not have been authenticated, any successor to the Trustee may
authenticate such Debentures either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Debentures or in this Indenture that the certificate of the Trustee shall have.

     SECTION 6.13. Preferential Collection of Claims Against Company.

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

     SECTION 6.14. Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents which shall be
authorized to act on behalf of the Trustee to authenticate Debentures issued
upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.6. Debentures so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of
Debentures by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, or of any state
or territory or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by federal or state
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 6.14 the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 6.14, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section 6.14.



                                      -52-
<PAGE>

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section 6.14, without the execution or filing of any paper
or any further act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.6 to all Holders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provision of this Section 6.14.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 6.14.

     If an appointment is made pursuant to this Section 6.14, the Debentures may
have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

     This is one of the Debentures referred to in the within mentioned
Indenture.

Dated:

                            WILMINGTON TRUST COMPANY

                             --------------------------------------
                             As Trustee


                            By:     __________________________________
                                      As Authenticating Agent


                            By:     __________________________________
                                      As Authorized Officer




                                      -53-
<PAGE>

                                   ARTICLE VII

                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY


     SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders.

     The Company shall furnish or cause to be furnished to the Trustee:

          (a) semi-annually, not more than 15 days after January 15 and July 15
     in each year, a list, in such form as the Trustee may reasonably require,
     of the names and addresses of the Holders as of such January 1 and July 1,
     and

          (b) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished, excluding from any such list names and
     addresses received by the Trustee in its capacity as Debenture Registrar.

     SECTION 7.2. Preservation of Information, Communications to Holders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Debenture
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

     (b) The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Debentures, and the corresponding
rights and privileges of the Trustee, shall be as provided in the Trust
Indenture Act.

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

     SECTION 7.3. Reports by Trustee.

     (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within
60 days after each May 15 following the date of



                                      -54-
<PAGE>

this Indenture deliver to Holders a brief report, dated as of such May 15, which
complies with the provisions of such Section 313(a).

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

     SECTION 7.4. Reports by Company.

     The Company shall file all annual and quarterly reports and the
information, documents and other reports that the Company is required to file
with the Commission pursuant to Section 13(a) or Section 15(d) of the Exchange
Act ("SEC Reports") with the Trustee and the Property Trustee within 15 days
after the same is filed with the Commission. Notwithstanding that the Company
may not be required or shall cease to be required to remain subject to the
reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the
Company shall continue to file the SEC Reports with the Commission, unless the
Commission shall not accept such a filing. The Company shall, for so long as any
Debentures or Preferred Securities are outstanding, (i) furnish copies of the
SEC Reports to Holders of the Preferred Securities and Debentures, respectively,
at the time the Company is required to make such information available to the
Trustee and the Property Trustee and to prospective investors who request it in
writing, whether or not required by the Exchange Act to file SEC Reports with
the Commission and (ii) furnish to the Holders and prospective investors, upon
their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.


                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


     SECTION 8.1. Company May Consolidate, etc., Only on Certain Terms.

     The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no Person shall consolidate with or merge into the Company or
convey, transfer or lease its properties and assets substantially as an entirety
to the Company, unless:

          (1) in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease its properties and assets substantially
     as an entirety to any Person, the Person formed by such consolidation or
     into which the Company is merged or the Person which acquires by conveyance
     or transfer, or which leases, the properties and assets of the Company
     substantially as an entirety shall be a corporation, partnership or trust
     organized and existing under the laws of the United States of



                                      -55-
<PAGE>

     America or any State or the District of Columbia and shall expressly
     assume, by an indenture supplemental hereto, executed and delivered to the
     Trustee, in form satisfactory to the Trustee, the due and punctual payment
     of the principal of, premium, if any, and interest (including any
     Additional Interest) on all the Debentures and the performance of every
     covenant of this Indenture on the part of the Company to be performed or
     observed;

          (2) immediately after giving effect to such transaction, no Event of
     Default, and no event which, after notice or lapse of time, or both, would
     become an Event of Default, shall have happened and be continuing;

          (3) in the case of Debentures held by the Trust, such consolidation,
     merger, conveyance, transfer or lease is permitted under the Trust
     Agreement and Guarantee and does not give rise to any breach or violation
     of the Trust Agreement or Guarantee; and

          (4) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and any such supplemental indenture complies
     with this Article VIII and that all conditions precedent herein provided
     for relating to such transaction have been complied with; and the Trustee,
     subject to Section 6.1, may rely upon such Officers' Certificate and
     Opinion of Counsel as conclusive evidence that such transaction complies
     with this Section 8.1.

     SECTION 8.2. Successor Corporation Substituted.

     Upon any consolidation or merger by the Company with or into any other
Person, or any conveyance, transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with Section
8.1, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein; and in the event of any such conveyance,
transfer or lease the Company shall be discharged from all obligations and
covenants under the Indenture and the Debentures and may be dissolved and
liquidated.

     Such successor Person may cause to be signed, and may issue either in its
own name or in the name of the Company, any or all of the Debentures issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the written order of such successor Person
instead of the Company and subject to all the terms, conditions and limitations
prescribed herein, the Trustee shall authenticate and shall make available for
delivery any Debentures which previously shall have been signed and delivered by
the officers of the Company to the Trustee for authentication pursuant to such
provisions and any Debentures which such successor Person thereafter shall cause
to be signed



                                      -56-
<PAGE>

and delivered to the Trustee on its behalf for the purpose pursuant to such
provisions. All the Debentures so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Debentures theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Debentures had been issued at the date of the execution hereof.


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES


     SECTION 9.1. Supplemental Indentures without Consent of Holders.

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

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

          (2) to convey, transfer, assign, mortgage or pledge any property to or
     with the Trustee or to surrender any right or power herein conferred upon
     the Company;

          (3) to add to the covenants of the Company for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Company;

          (4) to add any additional Events of Default;

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

          (6) to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture, provided that such action pursuant
     to this clause (6) shall not adversely affect the interest of the Holders
     in any material respect or, in the case of the Debentures issued to the
     Trust and for so long as any of the corresponding Preferred Securities
     issued by the Trust shall remain outstanding, the holders of such Preferred
     Securities;



                                      -57-
<PAGE>

          (7) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee 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 trust hereunder by more than one
     Trustee, pursuant to the requirements of Section 6.11(b);

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

          (9) to provide for the right of Holders to require the Company to
     repurchase Debentures in accordance with Section XII of this Indenture upon
     a Change of Control; or

          (10) to provide for the issuance of Debentures to Holders of Preferred
     Securities in connection with the liquidation of the Trust permitted by the
     Trust Agreement.

     SECTION 9.2. Supplemental Indentures with Consent of Holders.

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

          (1) except to the extent permitted by Section 3.11 or as otherwise
     specified as contemplated by Section 2.1 with respect to the deferral of
     the payment of interest on the Debentures, change the Stated Maturity of
     the principal of, or any installment of interest (including any Additional
     Interest) on, any Debenture, or reduce the principal amount thereof or the
     rate of interest thereon or reduce any premium payable upon the redemption
     thereof, or change the place of payment where, or the coin or currency in
     which, any Debenture or interest thereon is payable, or impair the right to
     institute suit for the enforcement of any such payment on or after the
     Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date);

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

          (3) modify any of the provisions of this Section 9.2, Section 5.13 or
     Section 10.5, except to increase any such percentage or to provide that
     certain other provi-



                                      -58-
<PAGE>

     sions of this Indenture cannot be modified or waived without the consent of
     the Holder of each Debenture affected thereby; or

          (4) modify the provisions in Article XIV with respect to the
     subordination of Outstanding Debentures in a manner adverse to the Holders;

provided, further, that, in the case of Debentures issued to the Trust, so long
as any of the Preferred Securities issued by the Trust remains outstanding, (i)
no such amendment shall be made that adversely affects the holders of such
Preferred Securities in any material respect, and no termination of this
Indenture shall occur, and no waiver of any Event of Default or compliance with
any covenant under this Indenture shall be effective, without the prior consent
of the holders of at least a majority of the aggregate Liquidation Amount of the
Preferred Securities then outstanding unless and until the principal of,
premium, if any, and all accrued and, subject to Section 3.7, unpaid interest
(including any Additional Interest) on the Debentures have been paid in full,
and (ii) no amendment shall be made to Section 5.8 that would impair the rights
of the holders of Preferred Securities provided therein without the prior
consent of the holders of each Preferred Security then outstanding unless and
until the principal of, premium, if any, and all accrued and (subject to Section
3.7) unpaid interest (including any Additional Interest) on the Debentures have
been paid in full.

     It shall not be necessary for any Act of Holders under this Section 9.2 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     SECTION 9.3. Execution of Supplemental Indentures.

     In executing or accepting the additional trusts created by any supplemental
indenture permitted by this Article IX or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent have been complied with.

     The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     SECTION 9.4. Effect of Supplemental Indentures.

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



                                      -59-
<PAGE>

     SECTION 9.5. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article IX shall
conform to the requirements of the Trust Indenture Act as then in effect.

     SECTION 9.6. Reference in Debentures to Supplemental Indentures.

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


                                    ARTICLE X

                                    COVENANTS


     SECTION 10.1. Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of the Holders that it
shall duly and punctually pay the principal of, premium, if any, and interest
(including Additional Interest) on the Debentures in accordance with the terms
of the Debentures and this Indenture.

     SECTION 10.2. Maintenance of Office or Agency.

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

     The Company may also from time to time designate one or more other offices
or agencies where the Debentures may be presented or surrendered for any or all
of such purposes, and may from time to time rescind such designations; provided,
however, that no such



                                      -60-
<PAGE>

designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for
Debentures for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation and any change in the location of any such
office or agency.

     SECTION 10.3. Money for Debenture Payments to be Held in Trust.

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

     Whenever the Company shall have one or more Paying Agents, it shall, prior
to 10:00 a.m. New York City time on each due date of the principal of or
interest on any Debentures, deposit with a Paying Agent a sum sufficient to pay
the principal, premium, if any, or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium, if
any, or interest, and (unless such Paying Agent is the Trustee) the Company
shall promptly notify the Trustee of its failure so to act.

     The Company shall cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 10.3, that such
Paying Agent shall:

          (1) hold all sums held by it for the payment of the principal of,
     premium, if any, or interest (including Additional Interest) on Debentures
     in trust for the benefit of the Persons entitled thereto until such sums
     shall be paid to such Persons or otherwise disposed of as herein provided;

          (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Debentures) in the making of any payment of
     principal, premium, if any, or interest (including Additional Interest);

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

          (4) comply with the provisions of the Trust Indenture Act applicable
     to it as a Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such



                                      -61-
<PAGE>

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

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

     SECTION 10.4. Statement as to Compliance.

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, one of the signatories of which shall be the principal executive,
principal financial or principal accounting officer of the Company, covering the
preceding fiscal year, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance, observance or
fulfillment of or compliance with any of the terms, provisions, covenants and
conditions of this Indenture, and if the Company shall be in default, specifying
all such defaults and the nature and status thereof of which they may have
knowledge. For the purpose of this Section 10.4, compliance shall be determined
without regard to any grace period or requirement of notice provided pursuant to
the terms of this Indenture.

     SECTION 10.5. Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any covenant
or condition provided pursuant to Section 9.1(3) or 9.1(4), if before or after
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Debentures shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such


                                      -62-
<PAGE>

waiver shall become effective, the obligations of the Company in respect of any
such covenant or condition shall remain in full force and effect.

     SECTION 10.6. Payment of Trust Costs and Expenses.

     Since the Trust is being formed solely to facilitate an investment in the
Debentures, the Company, in its capacity as the issuer of the Debentures, hereby
covenants to pay all debts and obligations (other than with respect to the
Preferred Securities and Common Securities) and all costs and expenses of the
Trust (including all costs and expenses relating to the organization of the
Trust, the fees and expenses of the Trustees and all costs and expenses relating
to the operation of the Trust) and to pay any and all taxes, duties, assessments
or governmental charges of whatever nature (other than withholding taxes)
imposed on the Trust by the United States or any other taxing authority, so that
the net amounts received and retained by the Trust and the Property Trustee
after paying such expenses shall be equal to the amounts the Trust and the
Property Trustee would have received had no such costs or expenses been incurred
by or imposed on the Trust. The obligations of the Company to pay all debts,
obligations, costs and expenses of the Trust (other than with respect to the
Preferred Securities and Common Securities) shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture.

     SECTION 10.7. Additional Covenants.

     The Company covenants and agrees with each Holder of Debentures that it
shall not, and it shall not permit any Subsidiary of the Company to, (i) declare
or pay any dividends or distributions on, or redeem purchase, acquire or make a
liquidation payment with respect to, any shares of the Company's capital stock,
(ii) make any payment of principal of, premium, if any, or interest on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu
with or junior in interest to the Debentures or (iii) make any guarantee
payments with respect to any guarantee by the Company of debt securities of any
subsidiary of the Company if such guarantee ranks pari passu with or junior in
interest to the Debentures (other than (a) dividends or distributions in the
Company's capital stock, (b) any declaration of a dividend in connection with
the implementation of a Rights Plan or the redemption or repurchase of any
rights distributed pursuant to a Rights Plan, (c) payments under the Guarantee
and (d) purchases of Common Stock related to the issuance of Common Stock or
rights under any of the Company's benefit plans for its directors, officers or
employees, related to the issuance of Common Stock or rights under a dividend
reinvestment and stock purchase plan, or related to the issuance of Common Stock
(or securities convertible or exchangeable for Common Stock) as consideration in
an acquisition transaction that was entered into prior to the commencement of
such Extension Period) if at such time (x) there shall have occurred any event
of which the Company has actual knowledge that (A) with the giving of notice or
the lapse of time or both, would constitute an Event of Default with respect to
the Debentures and (B) in respect of which the Company shall not have taken
reasonable steps to cure, (y) if the Debentures are held by the Trust, the
Company shall be in default with respect to its payment of any obligations under
the Guarantee or (z) the Company shall have given



                                      -63-
<PAGE>

notice of its election to begin an Extension Period with respect to the
Debentures as provided herein and shall not have rescinded such notice, or such
Extension Period or any extension thereof shall be continuing.

     The Company also covenants: (i) to maintain directly or indirectly 100%
ownership of the Common Securities; provided, however, that any permitted
successor of the Company hereunder may succeed to the Company's ownership of the
Common Securities; (ii) not to voluntarily terminate, wind-up or liquidate the
Trust, except (a) in connection with a distribution of the Debentures to the
holders of the Trust Securities in a liquidation of the Trust permitted by the
Trust Agreement or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the Trust Agreement; and (iii) to use its reasonable
efforts, consistent with the terms and provisions of the Trust Agreement, to
cause the Trust to remain classified as a grantor trust and not an association
taxable as a corporation for United States federal income tax purposes.


                                   ARTICLE XI

              REDEMPTION OF SECURITIES AT THE OPTION OF THE COMPANY


     SECTION 11.1. Applicability of Article.

     Redemption of Debentures as permitted or required by any form of Debenture
issued pursuant to this Indenture shall be made in accordance with such form of
Debenture and this Article XI; provided, however, that if any provision of any
such form of Debenture shall conflict with any provision of this Article XI, the
provision of such form of Debenture shall govern. Except as otherwise set forth
in the form of Debenture, each Debenture shall be subject to partial redemption
only in the amount of $50 or integral multiples thereof.

     SECTION 11.2. Election to Redeem; Notice to Trustee.

     The Company's election to redeem any Debentures shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption of the Debentures at
the election of the Company, the Company shall, not less than 45 nor more than
60 days prior to the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such date and of the
principal amount of Debentures to be redeemed. In the case of any redemption of
Debentures prior to the expiration of any restriction on such redemption
provided in the terms of such Debentures, the Company shall furnish the Trustee
with an Officers' Certificate and an Opinion of Counsel evidencing compliance
with such restriction.

     SECTION 11.3. Selection of Debentures to be Redeemed.

     If less than all the Debentures are to be redeemed, the particular
Debentures to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the



                                      -64-
<PAGE>

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

     The Trustee shall promptly notify the Company in writing of the Debentures
selected for partial redemption and the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Debentures shall relate, in the case of
any Debenture redeemed or to be redeemed only in part, to the portion of the
principal amount of such Debenture which has been or is to be redeemed. If the
Company shall so direct, Debentures registered in the name of the Company, any
Affiliate or any Subsidiary thereof shall not be included in the Debentures
selected for redemption.

     SECTION 11.4. Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not later than the 30th day, and not earlier than the 60th day, prior to
the Redemption Date, to each Holder of Debentures to be redeemed, at the address
of such Holder as it appears in the Debenture Register.

     Each notice of redemption shall identify the Debentures to be redeemed and
shall state:

          (a) the Redemption Date;

          (b) the Redemption Price;

          (c) if less than all Outstanding Debentures are to be redeemed, the
     identification (and, in the case of partial redemption, the respective
     principal amounts) of the particular Debentures to be redeemed;

          (d) that on the Redemption Date, the Redemption Price shall become due
     and payable upon each such Debenture or portion thereof, and that interest
     thereon shall cease to accrue on and after said date; and

          (e) the place or places where such Debentures are to be surrendered
     for payment of the Redemption Price.



                                      -65-
<PAGE>

     Notice of redemption of Debentures to be redeemed at the election of the
Company, shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall not be
irrevocable. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, a failure to give such notice by mail or any
defect in the notice to the Holder of any Debenture designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debenture.

     SECTION 11.5. Deposit of Redemption Price.

     Prior to 10:00 a.m. New York City time on the Redemption Date specified in
the notice of redemption given as provided in Section 11.4, the Company shall
deposit with the Trustee or with one or more Paying Agents (or if the Company is
acting as its own Paying Agent, the Company will segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the Redemption
Price of, and any accrued interest (including Additional Interest) on, all the
Debentures which are to be redeemed on that date.

     SECTION 11.6. Payment of Debentures Called for Redemption.

     If any notice of redemption has been given as provided in Section 11.4, the
Debentures or portion of Debentures with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such notice at the applicable Redemption Price. On presentation and surrender
of such Debentures at a Place of Payment specified in such notice, such
Debentures or the specified portions thereof shall be paid and redeemed by the
Company at the applicable Redemption Price, together with accrued interest
(including any Additional Interest) to the Redemption Date; provided, however,
that installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Debentures, or one or
more Predecessor Debentures, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.7.

     Upon presentation of any Debenture redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the Holder thereof, at the expense of the Company, a new Debenture or
Debentures, of authorized denominations, in aggregate principal amount equal to
the unredeemed portion of the Debenture so presented and having the same
Original Issue Date, Stated Maturity and terms. If a Global Debenture is so
surrendered, such new Debenture shall also be a new Global Debenture.

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



                                      -66-
<PAGE>

     SECTION 11.7. Right of Redemption of Debentures.

     The Company, at its option, may redeem the Debentures, in whole or in part,
(i) on or after March 15, 2001 at the redemption prices specified in the form of
the Debenture herein before set forth, together with accrued and unpaid
interest, including Additional Interest, if any, to the Redemption Date, or (ii)
upon the occurrence and during the continuation of a Tax Event, at any time
within 90 days following the occurrence of such Tax Event in respect of the
Trust, at a redemption price equal to 100% of the principal amount thereof, plus
any accrued and unpaid interest, including Additional Interest, if any, to the
Redemption Date; provided that, in either case, if a partial redemption of the
Debentures would result in the delisting of the Preferred Securities or
Debentures from any securities exchange on which the Preferred Securities or
Debentures are then listed, the Company may redeem the Debentures only in whole.


                                   ARTICLE XII

                              MANDATORY REDEMPTION


     SECTION 12.1. Mandatory Redemption.

     In the event that the Trust shall be required to repurchase Preferred
Securities pursuant to Article X of the Trust Agreement, the Company shall be
required to redeem a Like Amount of Debentures on a pro rata basis at a
Redemption Price per $50 principal amount of Debentures equal to the Trust
Securities Repurchase Price.

     SECTION 12.2. Notice of Redemption.

     The Company shall give notice of its obligation to redeem Debentures
pursuant to this Article XII, which notice shall specify the Redemption Date
(but need not specify the principal amount to be redeemed at such time), to the
Trustee no later than the date on which the Trust is required to give notice to
the Property Trustee of a Change of Control and the right of Holders to require
repurchase of Preferred Securities pursuant to Article X of the Trust Agreement.

     SECTION 12.3. Deposit of Repurchase Price.

     On or prior to the Repurchase Date, the Company shall notify the Trustee of
the principal amount of Debentures to be redeemed on the Redemption Date and the
Company shall redeem Debentures equal in aggregate principal amount to the
Liquidation Amount of Preferred Securities to be repurchased on the Repurchase
Date and cause to be deposited with the Property Trustee or with a Paying Agent
an amount of money in same day funds sufficient to pay the redemption price
therefor.



                                      -67-
<PAGE>

     SECTION 12.4. Right to Require Repurchase of Debentures.

     In the event Debentures are distributed to Holders of Preferred Securities
upon a liquidation of the Trust permitted by the Trust Agreement, the Company
and the Trustee shall cause this Indenture to be amended (which amendment shall
not require the consent of Holders of Debentures) to provide Holders of
Debentures with a right to require the Company to repurchase Debentures upon a
Change of Control substantially similar to the right of Holders of Preferred
Securities to require such a repurchase of Preferred Securities pursuant to
Article X of the Trust Agreement.

     SECTION 12.5. Definitions.

     For purposes of this Section:

          (a) A "Change in Control" shall occur when : (a) the sale, lease,
     transfer, conveyance or other disposition (other than by way of merger or
     consolidation), in one or a series of related transactions, or all or
     substantially all of the assets of the Company and its subsidiaries, taken
     as a whole, (b) the adoption of a plan relating to the liquidation or
     dissolution of the Company, (c) the consummation of any transaction
     (including, without limitation, any merger or consolidation) the result of
     which is that any "person" or "group" (as such terms are used in Section
     13(d)(3) of the Exchange Act) becomes the "beneficial owner" (as such term
     is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly
     or indirectly through one or more intermediaries, of more than 50% of the
     voting power of the outstanding voting stock of the Company, (d) the
     Company consolidates with, or merges with or into, any person, or any
     person consolidates with, or merges with or into, the Company, other than
     any such transaction where the beneficial owners of the outstanding common
     stock of the Company immediately prior to such transaction beneficially own
     a majority of the outstanding shares of voting stock of the surviving
     person immediately after such transaction, or (e) the first day on which
     more than a majority of the members of the Board of Directors of the
     Company are not Continuing Directors; provided, however, that a Change of
     Control shall not be deemed to have occurred if the last reported sale
     price per share of the Common Stock for any ten Trading Days (as defined)
     within the period of twenty consecutive Trading Days (x) ending immediately
     after the later of the Change of Control and the public announcement of the
     Change in Control (in the case of a Change in Control under clause (a),
     (b), (c) or (e) above) or (y) ending immediately before the Change in
     Control (in the case of a Change in Control under clause (d) above) shall
     equal or exceed 105% of the Conversion Price in effect on each such Trading
     Day. If not earlier made, the Company shall make a public announcement of a
     Change of Control within five Business Days of the occurrence of such
     Change of Control.

          (b) "Continuing Directors" means as of any date of determination, any
     member of the board of directors of the Company who (a) was a member of the
     board of direc-



                                      -68-
<PAGE>

     tors on the date of original issuance of the Debentures or (b) was
     nominated for election to the board of directors with the approval of, or
     whose election was ratified by, at least two-thirds of the Continuing
     Directors who were members of the board of directors at the time of such
     nomination or election.


                                  ARTICLE XIII

                            CONVERSION OF SECURITIES


     SECTION 13.1. Conversion Rights.

     Subject to and upon compliance with the provisions of this Article XIII,
the Debentures are convertible, at the option of the Holder, and on or before
5:00 p.m. (New York City time) on the second Business Day immediately preceding
the date of repayment of such Debentures, whether at maturity or upon
redemption, into fully paid and nonassessable shares of Common Stock at an
initial conversion premium of 17.5% above the average closing price of the
Common Stock during the ten (10) Trading Days after the Company's first earnings
announcement after the Split-off, as adjusted pursuant to Section 13.3 hereof
(as so adjusted, the "Conversion Price"). A Holder of Debentures may convert any
portion of the principal amount of the Debentures into that number of fully paid
and nonassessable shares of Common Stock (calculated as to each conversion to
the nearest 1/100th of a share) obtained by dividing the principal amount of the
Debentures to be converted by the Conversion Price. In case a Debenture or
portion thereof is called for redemption, such conversion right in respect of
the Debenture or portion so called shall expire at 5:00 p.m. (New York City
time) on the second Business Day immediately preceding the corresponding
Redemption Date, unless the Company defaults in making the payment due upon
redemption.

     Notwithstanding the foregoing, no holder of Debentures that is subject to
the restrictions of Section 4 of the Bank Holding Company Act of 1956, as
amended (the "BHCA") (a "BHCA Person"), shall have the right to convert any
Debentures if, after giving effect to such conversion, the BHCA Person, its
affiliates and transferees would own or be deemed to own shares of Common Stock
in excess of either the maximum number of shares of Common Stock which the BHCA
Person is permitted to own under the BHCA and the regulations of the Board of
Governors of the Federal Reserve thereunder or such lower number as the relevant
BHCA Person may have requested in writing to the Conversion Agent. No BHCA
Person shall have the right to assign or transfer its Debentures (other than to
an affiliate) unless such Debentures are assigned or transferred (i) to the
public in an offering registered under the Securities Act, (ii) in a transaction
pursuant to Rule 144 or 144A under the Securities Act in which no person
acquires Debentures convertible into more than 2% of the outstanding Common
Stock, (iii) in a single transaction to a third party who acquires a majority of
the Common Stock without regard to the conversion of any Debentures so
transferred or (iv) in any other manner permitted under the BHCA. The Conversion
Agent may rely on the



                                      -69-
<PAGE>

representation of the relevant BHCA Person that a transfer has been made in the
foregoing manner.

     SECTION 13.2. Conversion Procedures.

     (a) To convert all or a portion of the Debentures, the Holder thereof shall
deliver to the Conversion Agent an irrevocable Conversion Request setting forth
the principal amount of Debentures to be converted, together with the name or
names, if other than the Holder, in which the shares of Common Stock should be
issued upon conversion and, if such Debentures are definitive Debentures,
surrender to the Conversion Agent the Debentures to be converted, duly endorsed
or assigned to the Company or in blank. In addition, a holder of Preferred
Securities may exercise its right under the Trust Agreement to exchange such
Preferred Securities for Debentures which shall be converted into Common Stock
by delivering to the Conversion Agent an irrevocable Conversion Request setting
forth the information called for by the preceding sentence and directing the
Conversion Agent (i) to exchange such Preferred Security for a portion of the
Debentures held by the Trust (at an exchange rate of $50 principal amount of
Debentures for each Preferred Security) and (ii) to immediately convert such
Debentures, on behalf of such Holder, into Common Stock pursuant to this Article
XIII and, if such Preferred Securities are in definitive form, surrendering such
Preferred Securities, duly endorsed or assigned to the Company or in blank. So
long as any Preferred Securities are outstanding, the Trust shall not convert
any Debentures except pursuant to a Conversion Request delivered to the
Conversion Agent by a holder of Preferred Securities.

     If a Conversion Request is delivered on or after the Regular Record Date
and prior to the subsequent Interest Payment Date, the Holder shall be required
to pay to the Company the interest payable to the Holder on the subsequent
Interest Payment Date prior to receiving the shares of Common Stock, and shall
be entitled to receive the interest payable on the subsequent Interest Payment
Date, on the portion of Debentures to be converted notwithstanding the
conversion thereof prior to such Interest Payment Date. Except as provided in
the immediately preceding sentence, the Company shall not make, or be required
to make, any payment, allowance or adjustment for accumulated and unpaid
interest, whether or not in arrears, on converted Debentures; provided, however,
that if, during an Extension Period, a notice of redemption of Debentures is
mailed or otherwise given to Holders of Debentures pursuant to Section 11.6 of
this Indenture and a Holder of Debentures converts any Debentures into Common
Stock after the date on which such notice of redemption is mailed or otherwise
given but prior to the relevant Redemption Date, all accrued but unpaid interest
(including Additional Interest, if applicable) through the date of conversion
shall be paid the Holder of such Debenture on the Redemption Date. Except as
otherwise provided in the immediately preceding two sentences, in the case of
any Debenture converted by a Holder of such Debenture, interest with a Stated
Maturity which is after the date of conversion of such Debenture shall not be
payable, and the Company shall not make nor be required to make any other
payment, adjustment or allowance with respect to accrued but unpaid interest
(including Additional Interest, if applicable) on the Debentures being
converted, which shall be deemed to be paid in full. If any Debenture called for
redemption is converted, any money deposited with



                                      -70-
<PAGE>

Trustee or with any Paying Agent or so segregated and held in trust for the
redemption of such Debenture shall (subject to any right of the Holder of such
Debenture or any Predecessor Debenture to receive interest as provided in the
last paragraph of Section 3.7 of this Indenture and this paragraph) be paid to
the Company upon Company Request, or if then held by the Company, shall be
discharged from such trust.

     Each conversion shall be deemed to have been effected immediately prior to
5:00 p.m. (New York City time) on the day on which the Conversion Request was
received (the "Conversion Date") by the Conversion Agent from the Holder or from
a holder of the Preferred Securities effecting a conversion thereof pursuant to
its conversion rights under the Trust Agreement, as the case may be. The Person
or Persons entitled to receive the Common Stock issuable upon such conversion
shall be treated for all purposes as a record holder or holders of such Common
Stock as of the Conversion Date. As promptly as practicable on or after the
Conversion Date, the Company shall issue and deliver at the office of the
Conversion Agent, unless otherwise directed by the Holder in the Conversion
Request, a certificate or certificates for the number of full shares of Common
Stock issuable upon such conversion, together with the cash payment, if any, in
lieu of any fraction of any share to the Person or Persons entitled to receive
the same. The Conversion Agent shall deliver such certificate or certificates to
each Person or Persons.

     (b) Subject to any right of the Holder of such Debenture or any Predecessor
Debenture to receive interest as provided in Section 13.2(a), the Company's
delivery upon conversion of the fixed number of shares of Common Stock into
which the Debentures are convertible (together with the cash payment, if any, in
lieu of fractional shares) shall be deemed to satisfy the Company's obligation
to pay the principal amount at maturity of the portion of Debentures so
converted and any unpaid interest (including Additional Interest, if any)
accrued on such Debentures at the time of such conversion and any interest
payments which would have otherwise accrued after such conversion.

     (c) No fractional shares of Common Stock shall be issued as a result of
conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a
cash adjustment in an amount equal to the same fraction of the last reported
sale price of such fractional interest on the date on which the Debentures or
Preferred Securities, as the case may be, were duly surrendered to the
Conversion Agent for conversion, or, if such day is not a Trading Day, on the
next Trading Day, and the Conversion Agent in turn shall make such payment, if
any, to the Holder of the Debentures or the holder of the Preferred Securities
so converted.

     (d) In the event of the conversion of any Debenture in part only, a new
Debenture or Debentures for the unconverted portion thereof will be issued in
the name of the Holder thereof upon the cancellation thereof in accordance with
Section 3.6.

     (e) In effecting the conversion transactions described in this Section
13.2, the Conversion Agent is acting as agent of the holders of Preferred
Securities (in the exchange of Preferred Securities for Debentures) and as agent
of the Holders of Debentures (in the conver-



                                      -71-
<PAGE>

sion of Debentures into Common Stock), as the case may be, directing it to
effect such conversion transactions. The Conversion Agent is hereby authorized
(i) to exchange Preferred Securities for Debentures held by the Trust from time
to time in connection with the conversion of such Preferred Securities in
accordance with this Article XIII and (ii) to convert all or a portion of the
Debentures into Common Stock and thereupon to deliver such shares of Common
Stock in accordance with the provisions of this Article XIII and to deliver to
the Trust a new Debenture or Debentures for any resulting unconverted principal
amount.

     SECTION 13.3. Conversion Price Adjustments.

     The Conversion Price shall be subject to adjustment (without duplication)
from time to time as follows:

          (a) If the Company shall (i) pay a dividend or make a distribution
     with respect to the Common Stock in shares of Common Stock, (ii) subdivide
     the outstanding shares of Common Stock, (iii) combine the outstanding
     shares of Common Stock into a smaller number of shares or (iv) issue by
     reclassification of the shares of Common Stock any shares of capital stock
     of the Company, then the Conversion Price in effect immediately prior to
     such action shall be adjusted so that the Holder of any Debentures
     thereafter surrendered for conversion shall be entitled to receive the
     number of shares of capital stock of the Company which he would have owned
     immediately following such action had such Debentures been converted
     immediately prior thereto. An adjustment made pursuant to this Section
     13.3(a) shall become effective immediately after the record date in the
     case of a dividend or other distribution and shall become effective
     immediately after the effective date in case of a subdivision, combination
     or reclassification (or immediately after the record date if a record date
     shall have been established for such event). If, as a result of an
     adjustment made pursuant to this Section 13.3(a), the Holder of any
     Debenture thereafter surrendered for conversion shall become entitled to
     receive shares of two or more classes or series of capital stock of the
     Company, the Board of Directors (whose determination shall be conclusive
     and shall be described in a Board Resolution filed with the Trustee) shall
     determine the allocation of the adjusted Conversion Price between or among
     shares of such classes or series of capital stock.

          (b) Other than in connection with a Rights Plan, if the Company shall
     issue rights or warrants to all holders of the Common Stock entitling them
     (for a period expiring within 45 days after the record date mentioned in
     this Section 13.3) to subscribe for or purchase shares of Common Stock at a
     price per share less than the Current Market Price per share of Common
     Stock on such record date, then the Conversion Price for the Debentures
     shall be adjusted to equal the price determined by multiplying the
     Conversion Price in effect immediately prior to the date of issuance of
     such rights or warrants by a fraction, the numerator of which shall be the
     number of shares of Common Stock outstanding on the date of issuance of
     such rights or warrants plus the number of shares which the aggregate
     offering price of the total number of shares so



                                      -72-
<PAGE>

     offered for subscription or purchase would purchase at such Current Market
     Price, and the denominator of which shall be the number of shares of Common
     Stock outstanding on the date of issuance of such rights or warrants plus
     the number of additional shares of Common Stock offered for subscription or
     purchase. Such adjustment shall become effective immediately after the
     record date for the determination of stockholders entitled to receive such
     rights or warrants. For the purposes of this Section 13.3(b), the number of
     shares of Common Stock at any time outstanding shall not include shares
     held in the treasury of the Company. The Company shall not issue any rights
     or warrants in respect of the shares of Common Stock held in the treasury
     of the Company. In case any rights or warrants referred to in this Section
     13.3(b) in respect of which an adjustment shall have been made shall expire
     unexercised within 45 days after the same shall have been distributed or
     issued by the Company, the Conversion Price shall be readjusted at the time
     of such expiration to the Conversion Price that would have been in effect
     if no adjustment had been made on account of the distribution or issuance
     of such expired rights or warrants.

          (c) Subject to the last sentence of this Section 13.3(c), if the
     Company shall, by dividend or otherwise, distribute to all holders of
     Common Stock evidences of its indebtedness, shares of any class or series
     of capital stock, cash or assets (including securities, but excluding any
     rights or warrants referred to in Section 13.3(b), any dividend or
     distribution paid exclusively in cash that may be declared by the Board of
     Directors and any dividend or distribution referred to in Section 13.3(a)),
     then the Conversion Price shall be reduced to the price determined by
     multiplying the Conversion Price in effect immediately prior to the
     effectiveness of the Conversion Price reduction contemplated by Section
     13.3(c) by a fraction, the numerator of which shall be the Current Market
     Price per share of the Common Stock on the date fixed for the payment of
     such distribution (the "Reference Date") less the fair market value (as
     determined in good faith by the Board of Directors, whose determination
     shall be conclusive and described in a Board Resolution), on the Reference
     Date, of the portion of the evidences of indebtedness, shares of capital
     stock, cash and assets so distributed applicable to one share of Common
     Stock and the denominator of which shall be such Current Market Price per
     share of Common Stock, such reduction to become effective immediately prior
     to the opening of business on the day following the Reference Date. In the
     event that such dividend or distribution is not so paid or made, the
     Conversion Price shall again be adjusted to be the Conversion Price which
     would then be in effect if such dividend or distribution had not occurred.
     If the Board of Directors determines the fair market value of any
     distribution for purposes of this Section 13.3(c) by reference to the
     actual or when issued trading market for any securities comprising such
     distribution, it must in doing so consider the prices in such market over
     the same period used in computing the Current Market Price per share of
     Common Stock. For purposes of this Section 13.3(c), any dividend or
     distribution that includes shares of Common Stock or rights or warrants to
     subscribe for or purchase shares of Common Stock shall be deemed instead to
     be (1) a dividend or distribution of the evidences of



                                      -73-
<PAGE>

     indebtedness, shares of capital stock, cash or assets other than such
     shares of Common Stock or such rights or warrants (making any Conversion
     Price reduction required by this Section 13.3(c)) immediately followed by
     (2) a dividend or distribution of such shares of Common Stock or such
     rights or warrants (making any further Conversion Price reduction required
     by Section 13.3(a) or 13.3(b)), except (A) the Reference Date of such
     dividend or distribution as defined in this Section 13.3(c) shall be
     substituted as (a) "the record date in the case of a dividend or other
     distribution," and (b) "the record date for the determination of
     stockholders entitled to receive such rights or warrants" and (c) "the date
     fixed for such determination" within the meaning of Sections 13.3(a) and
     13.3(b), and (B) any shares of Common Stock included in such dividend or
     distribution shall not be deemed outstanding for purposes of computing any
     adjustment of the Conversion Price in Section 13.3(a).

          (d) If the Company shall pay or make a dividend or other distribution
     on the Common Stock exclusively in cash (excluding all cash dividends paid
     out of the retained earnings of the Company), then the Conversion Price
     shall be reduced to equal the price determined by multiplying the
     Conversion Price in effect immediately prior to the effectiveness of the
     Conversion Price reduction contemplated by this Section 13.3(d) by a
     fraction, the numerator of which shall be the Current Market Price per
     share of Common Stock on the date fixed for the payment of such
     distribution less the amount of cash so distributed (and not excluded as
     provided in the above parenthetical phrase) applicable to one share of
     Common Stock and the denominator of which shall be such Current Market
     Price per share of the Common Stock, such reduction to become effective
     immediately prior to the opening of business on the day following the date
     fixed for the payment of such distribution; provided, however, that in the
     event the portion of the cash so distributed applicable to one share of
     Common Stock is equal to or greater than the Current Market Price per share
     of the Common Stock on the record date mentioned above, in lieu of the
     foregoing adjustment, adequate provision shall be made so that each Holder
     of Debentures shall have the right to receive upon conversion the amount of
     cash such Holder would have received had such Holder converted each
     Debenture immediately prior to the record date for the distribution of the
     cash. In the event that such dividend or distribution is not so paid or
     made, the Conversion Price shall again be adjusted to be the Conversion
     Price which would then be in effect if such record date had not been fixed.

          (e) If the Company or any of its subsidiaries shall make a tender or
     exchange offer (other than an odd-lot offer) for all or any portion of the
     Common Stock and such tender or exchange offer shall involve the payment by
     the Company or such subsidiary of consideration per share of Common Stock
     having a fair market value (as determined in good faith by the Board of
     Directors, whose determination shall be conclusive and described in a Board
     Resolution) at the last time (the "Expiration Time") tenders or exchanges
     may be made pursuant to such tender or exchange offer that exceeds 110% of
     the Current Market Price per share of Common Stock on the Trading Day next
     succeeding the Expiration Time, then the Conversion Price shall be reduced
     to equal the



                                      -74-
<PAGE>

     price determined by multiplying the Conversion Price in effect immediately
     prior to the effectiveness of the Conversion Price reduction contemplated
     by this Section 13.3(e) by a fraction, the numerator of which shall be the
     number of shares of Common Stock outstanding (including any tendered or
     exchanged shares) at the Expiration Time multiplied by the Current Market
     Price per share of Common Stock on the Trading Day next succeeding the
     Expiration Time and the denominator of which shall be the sum of (x) the
     fair market value (determined as aforesaid) of the aggregate consideration
     payable to stockholders based on the acceptance (up to any maximum
     specified in the terms of the tender or exchange offer) of all shares
     validly tendered or exchanged and not withdrawn as of the Expiration Time
     (the shares deemed so accepted, up to any such maximum, being referred to
     as the "Purchased Shares"), and (y) the product of the number of shares of
     Common Stock outstanding (less any Purchased Shares) at the Expiration Time
     and the Current Market Price per share of Common Stock on the Trading Day
     next succeeding the Expiration Time, such reduction to become effective
     immediately prior to the opening of business on the day following the
     Expiration Time.

          (f) For the purpose of any computation under Sections 13.3(b), (c),
     (d) or (e), the "Current Market Price" per share of Common Stock on any
     date in question shall be deemed to be the average of the daily Closing
     Prices for the five consecutive Trading Days selected by the Company
     commencing not more than 20 Trading Days before, and ending not later than
     the earlier of the day in question or, if applicable, the day before the
     "ex" date with respect to the issuance or distribution requiring such
     computation; provided, however, that if another event occurs that would
     require an adjustment pursuant to Sections 13.3(a) through (e), inclusive,
     the Board of Directors may make such adjustments to the Closing Prices
     during such five Trading Day period as it deems appropriate to effectuate
     the intent of the adjustments in this Section 13.3, in which case any such
     determination by the Board of Directors shall be set forth in a Board
     Resolution and shall be conclusive. For purposes of this Section 13.3(f),
     the term "ex" date, (i) when used with respect to any issuance or
     distribution, means the first date on which the Common Stock is quoted on
     the NASDAQ National Market or on such successor securities exchange as the
     Common Stock may be listed or in the relevant market from which the Closing
     Prices were obtained without the right to receive such issuance or
     distribution, and (ii) when used with respect to any tender or exchange
     offer, means the first date on which the Common Stock trades regular way on
     such securities exchange or in such market after the Expiration Time of
     such offer.

          (g) The Company may make such reductions in the Conversion Price, in
     addition to those required by Sections 13(a) through (e), as it considers
     to be advisable to avoid or diminish any income tax to holders of Common
     Stock or rights to purchase Common Stock resulting from any dividend or
     distribution of stock (or rights to acquire stock) or from any event
     treated as such for income tax purposes. The Company from time to time may
     reduce the Conversion Price by any amount for any period of time if the
     period is at least 20 days, the reduction is irrevocable during the period,
     and



                                      -75-
<PAGE>

     the Board of Directors shall have made a determination that such reduction
     would be in the best interest of the Company, which determination shall be
     conclusive. Whenever the Conversion Price is reduced pursuant to the
     preceding sentence, the Company shall mail to Holders a notice of the
     reduction at least 15 days prior to the date the reduced Conversion Price
     takes effect. Such notice shall state the reduced Conversion Price and the
     period it shall be in effect.

          (h) No adjustment in the Conversion Price shall be required unless
     such adjustment would require an increase or decrease of at least 1% in the
     Conversion Price; provided, however, that any adjustments which by reason
     of this Section 13.3(h) are not required to be made shall be carried
     forward and taken into account in determining whether any subsequent
     adjustment shall be required.

          (i) If any action would require adjustment of the Conversion Price
     pursuant to more than one of the provisions described above, only one
     adjustment shall be made and such adjustment shall be the amount of
     adjustment that has the highest absolute value to the Holder of the
     Debentures.

     SECTION 13.4. Reclassification, Consolidation, Merger or Sale of Assets.

     In the event that the Company shall be a party to any transaction involving
(a) any recapitalization or reclassification of the Common Stock (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination of the Common Stock),
(b) any consolidation of the Company with or merger of the Company into any
other Person, any merger of another Person into the Company (other than a merger
which does not result in a reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock), (c) any sale, transfer or
lease of all or substantially all of the assets of the Company or (d) any
compulsory share exchange, in each case pursuant to which the Common Stock is
converted into the right to receive other securities, cash or other property,
then lawful provision shall be made as part of the terms of such transaction
whereby the Holder of each Outstanding Debenture shall have the right thereafter
to convert each Debenture only into the kind and amount of securities, cash or
other property receivable upon consummation of such transaction by a holder of
the number of shares of Common Stock into which such Debenture could have been
converted immediately prior to such transaction.

     The Company or the Person formed by such consolidation or resulting from
such merger or which acquired such assets or which acquires the shares of the
Company, as the case may be, shall make provision in its certificate or articles
of incorporation or other constituent document to establish such right. Such
certificate or articles of incorporation or other constituent document shall
provide for adjustments which, for events subsequent to the effective date of
such certificate or articles of incorporation or other constituent document,


                                      -76-
<PAGE>

shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article XIII.

     SECTION 13.5. Notice of Adjustments of Conversion Price.

     Whenever the Conversion Price is adjusted as herein provided:

          (a) the Company shall compute the adjusted Conversion Price and shall
     prepare a certificate signed by the Chairman of the Board, President or a
     Vice President of the Company and by its Treasurer or an Assistant
     Treasurer of the Company setting forth the adjusted Conversion Price and
     showing in reasonable detail the facts upon which such adjustment is based,
     and such certificate shall forthwith be filed with the Trustee, the
     Conversion Agent, the Debenture Registrar and the registrar for the
     Preferred Securities; and

          (b) notice stating that the Conversion Price has been adjusted and
     setting forth the adjusted Conversion Price shall as soon as practicable be
     mailed by the Company to all record holders of Preferred Securities and
     Holders of Debentures at their last addresses as they appear upon the
     Debenture Registrar and the securities register for the Trust Securities.

     SECTION 13.6. Prior Notice of Certain Events.

     In case:

          (a) the Company shall (i) declare any dividend (or any other
     distribution) on the Common Stock, other than (A) a dividend payable in
     shares of Common Stock or (B) a dividend payable in cash that would not
     require an adjustment pursuant to Section 13.3(c) or (d), or (ii) authorize
     a tender or exchange offer that would require an adjustment pursuant to
     Section 13.3(e);

          (b) the Company shall authorize the granting to all holders of Common
     Stock of rights or warrants to subscribe for or purchase any shares of
     stock of any class or series or of any other rights or warrants;

          (c) of any reclassification of Common Stock (other than a subdivision
     or combination of the outstanding Common Stock, or a change in par value,
     or from par value to no par value, or from no par value to par value), or
     of any consolidation or merger to which the Company is a party and for
     which approval of any stockholders of the Company shall be required, or the
     sale or transfer of all or substantially all of the assets of the Company
     or of any compulsory share exchange whereby the Common Stock is converted
     into other securities, cash or other property; or

          (d) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company;



                                      -77-
<PAGE>

then the Company shall (1) if any Preferred Securities are outstanding, cause to
be filed with the transfer agent for the Preferred Securities, and shall cause
to be mailed to the holders of record of the Preferred Securities, at their last
addresses as they shall appear upon the securities register of the Trust or (2)
cause to be mailed to all Holders at their last addresses as they shall appear
in the Debenture Register, at least 15 days prior to the applicable record or
effective date hereinafter specified, a notice stating (x) the date on which a
record (if any) is to be taken for the purpose of such dividend, distribution,
rights or warrants or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution,
rights or warrants are to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding up (but no failure
to mail such notice or any defect therein or in the mailing thereof shall affect
the validity of the corporate action required to be specified in such notice).

     SECTION 13.7. Certain Defined Terms.

     The following definitions shall apply to terms used in this Article XIII:

          (a) "Closing Prices" of any security on any day means the last
     reported sale price for such security, regular way, on such day or, if no
     sale takes place on such day, the average of the reported closing bid and
     asked prices on such day, regular way, of such security, in either case as
     reported on the NYSE Composite Tape or, if the security is not listed or
     admitted to trading on the NYSE, on the principal national securities
     exchange on which such security is listed or admitted to trading, or, if
     not listed or admitted to trading on a national securities exchange, on the
     National Market System of the National Association of Securities Dealers,
     Inc., or, if such security is not quoted or admitted to trading on such
     quotation system, on the principal quotation system on which such security
     is listed or admitted to trading or quoted, or, if not listed or admitted
     to trading or quoted on any national securities exchange or quotation
     system, the average of the closing bid and asked prices of such security in
     the over-the-counter market on the day in question as reported by the
     National Quotation Bureau Incorporated, or a similar generally accepted
     reporting service, or, if not so available in such manner, as furnished by
     any NYSE member firm selected from time to time by the Board of Directors
     for that purpose or, if not so available in such manner, as otherwise
     determined in good faith by the Board of Directors.

          (b) "Trading Day" means a day on which securities are traded on the
     national securities exchange or quotation system used to determine the
     Closing Price.



                                      -78-
<PAGE>

     SECTION 13.8. Dividend or Interest Reinvestment Plans.

     Notwithstanding the foregoing provisions, the issuance of any shares of
Common Stock pursuant to any plan providing for the reinvestment of dividends or
interest payable on securities of the Company and the investment of additional
optional amounts in shares of Common Stock under any such plan, and the issuance
of any shares of Common Stock or options or rights to purchase such shares
pursuant to any employee benefit plan or program of the Company pursuant to any
option, warrant, right or exercisable, exchangeable or convertible security
outstanding as of the date the Debentures were first issued, shall not be deemed
to constitute an issuance of Common Stock or exercisable, exchangeable or
convertible securities by the Company to which any of the adjustment provisions
described above shall apply. There also shall be no adjustment of the Conversion
Price in case of the issuance of any stock (or securities convertible into or
exchangeable for stock) of the Company except as specifically described in this
Article XIII.

     SECTION 13.9. Certain Additional Rights.

     In case the Company shall, by dividend or otherwise, declare or make a
distribution on the Common Stock referred to in Section 13.3(c) or (d)
(including dividends or distributions referred to in the last sentence of
Section 13.3(c)), then the Holders, upon the conversion thereof subsequent to
5:00 p.m. (New York City time) on the date fixed for the determination of
stockholders entitled to receive such distribution and prior to the
effectiveness of the Conversion Price adjustment in respect of such
distribution, also shall be entitled to receive for each share of Common Stock
into which the Debentures are converted, the portion of the shares of Common
Stock, rights, warrants, evidences of indebtedness, shares of capital stock,
cash and assets so distributed applicable to one share of Common Stock;
provided, however, that, at the election of the Company (whose election shall be
evidenced by a Board Resolution) with respect to all Holders so converting, the
Company may, in lieu of distributing to such Holders any portion of such
distribution not consisting of cash or securities of the Company, pay such
Holders an amount in cash equal to the fair market value thereof (as determined
in good faith by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution). If any conversion of Debentures described
in the immediately preceding sentence occurs prior to the payment date for a
distribution to holders of Common Stock which the Holder so converted is
entitled to receive in accordance with the immediately preceding sentence, the
Company may elect (such election to be evidenced by a Board Resolution) to
distribute to such Holder a due bill for the shares of Common Stock, rights,
warrants, evidences of indebtedness, shares of capital stock, cash or assets to
which such Holder is so entitled, provided that such due bill (i) meets any
applicable requirements of the principal national securities exchange or other
market on which the Common Stock is then traded and (ii) requires payment or
delivery of such shares of Common Stock, rights, warrants, evidences of
indebtedness, shares of capital stock, cash or assets no later than the date of
payment or delivery thereof to holders of shares of Common Stock receiving such
distribution.



                                      -79-
<PAGE>

     SECTION 13.10. Trustee Not Responsible for Determining Conversion Price or
Adjustments.

     Neither the Trustee nor any Conversion Agent shall at any time be under any
duty or responsibility to any Holder to determine whether any facts exist which
may require any adjustment of the Conversion Price, or with respect to the
nature or extent of any such adjustment when made, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in
making the same. Neither the Trustee nor any Conversion Agent shall be
accountable with respect to the validity or value (or the kind of account) of
any shares of Common Stock or of any securities or property, which may at any
time be issued or delivered upon the conversion of any Debenture; and neither
the Trustee nor any Conversion Agent makes any representation with respect
thereto. Neither the Trustee nor any Conversion Agent shall be responsible for
any failure of the Company to make any cash payment or to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property upon the surrender of any Debenture for the purpose of conversion, or,
except as expressly herein provided, to comply with any of the covenants of the
Company contained in Article X or this Article XIII.


                                   ARTICLE XIV

                           SUBORDINATION OF SECURITIES


     SECTION 14.1. Debentures Subordinate to Senior Indebtedness.

     The Company covenants and agrees, and each Holder of a Debenture, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article XIV, the payment of the
principal of, premium, if any, and interest (including any Additional Interest)
on each and all of the Debentures are hereby expressly made subordinate and
subject in right of payment to the prior payment in full of all Senior
Indebtedness.

     SECTION 14.2. Payment Over of Proceeds Upon Dissolution, etc.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company (a "Proceeding"), then the holders
of Senior Indebtedness shall be entitled to receive payment in full of all
amounts due or to become due on such Senior Indebtedness, or provision shall be
made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, before the Holders are
entitled to receive or retain any payment or distribution of any kind or
character, whether in cash, property or securities (including any payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness or obligations of the Company subor-



                                      -80-
<PAGE>

dinated to the payment of the Debentures, such payment or distribution being
hereinafter referred to as a "Junior Subordinated Payment"), on account of
principal of, premium, if any, or interest (including any Additional Interest)
on the Debentures or on account of the purchase or other acquisition of
Debentures by the Company or any Subsidiary and to that end the holders of
Senior Indebtedness shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, including any Junior Subordinated Payment, which may be
payable or deliverable in respect of the Debentures in any such Proceeding.

     In the event that, notwithstanding the foregoing provisions of this Section
14.2, the Trustee or the Holder of any Debenture shall have received any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, including any Junior Subordinated Payment, before
all amounts due or to become due on all Senior Indebtedness are paid in full or
payment thereof is provided for in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Indebtedness, and if such fact
shall, at or prior to the time of such payment or distribution, have been made
known to the Trustee or such Holder, then and in such event such payment or
distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company for application
to the payment of all amounts due or to become due on all Senior Indebtedness
remaining unpaid, to the extent necessary to pay all amounts due or to become
due on all Senior Indebtedness in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness.

     The consolidation of the Company with, or the merger of the Company into,
another Person or the liquidation or dissolution of the Company following the
sale of all or substantially all of its properties and assets as an entirety to
another Person upon the terms and conditions set forth in Article VIII shall not
be deemed a Proceeding for the purposes of this Section 14.2 if the Person
formed by such consolidation or into which the Company is merged or the Person
which acquires by sale such properties and assets as an entirety, as the case
may be, shall, as a part of such consolidation, merger, or sale comply with the
conditions set forth in Article VIII.

     SECTION 14.3. Prior Payment to Senior Indebtedness Upon Acceleration of
Debentures.

     In the event that any Debentures are declared due and payable before their
Stated Maturity, then and in such event the holders of the Senior Indebtedness
outstanding at the time such Debentures so become due and payable shall be
entitled to receive payment in full of all amounts due on or in respect of such
Senior Indebtedness (including any amounts due upon acceleration), or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Indebtedness, before the Holders of
the Debentures are entitled to receive any payment or distribution of any kind
or character, whether in cash, properties or securities (including any Junior
Subordinated Pay-



                                      -81-
<PAGE>

ment) by the Company on account of the principal of, premium, if any, or
interest (including any Additional Interest) on the Debentures or on account of
the purchase or other acquisition of Debentures by the Company or any
Subsidiary.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Debenture prohibited by the
foregoing provisions of this Section 14.3, as the case may be, such Holder, then
and in such event such payment shall be paid over and delivered forthwith to the
Company.

     The provisions of this Section 14.3 shall not apply to any payment with
respect to which Section 14.2 would be applicable.

     SECTION 14.4. No Payment when Senior Indebtedness in Default.

     In the event and during the continuation of any default in the payment of
principal of, premium, if any, or interest on any Senior Indebtedness, or in the
event that any event of default with respect to any Senior Indebtedness shall
have occurred and be continuing and shall have resulted in such Senior
Indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, unless and until such
event of default shall have been cured or waived or shall have ceased to exist
and such acceleration shall have been rescinded or annulled, or (b) in the event
any judicial proceeding shall be pending with respect to any such default in
payment or such event or default, then no payment or distribution of any kind or
character, whether in cash, properties or securities (including any Junior
Subordinated Payment) shall be made by the Company on account of principal of,
premium, if any, or interest (including any Additional Interest), if any, on the
Debentures or on account of the purchase or other acquisition of Debentures by
the Company or any Subsidiary, in each case unless and until all amounts due or
to become due on such Senior Indebtedness are paid in full.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Debenture prohibited by the
foregoing provisions of this Section 14.4, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

     The provisions of this Section 14.4 shall not apply to any payment with
respect to which Section 14.2 would be applicable.

     SECTION 14.5. Payment Permitted if No Default.

     Nothing contained in this Article XIV or elsewhere in this Indenture or in
any of the Debentures shall prevent (a) the Company, at any time except during
the pendency of any Proceeding referred to in Section 14.2 or under the
conditions described in Sections 14.3 and 14.4, from making payments at any time
of principal of, premium, if any, or interest



                                      -82-
<PAGE>

(including Additional Interest) on the Debentures or (b) the application by the
Trustee , at any time except during the pendency of any proceeding referred to
in Section 14.2 or under the conditions described in Section 14.3 and 14.4, of
any money deposited with it hereunder to the payment of or on account of the
principal of, premium, if any, or interest (including any Additional Interest)
on the Debentures or the retention of such payment by the Holders, if, at the
time of such application by the Trustee.

     SECTION 14.6. Subrogation to Rights of Holders of Senior Indebtedness.

     Subject to the payment in full of all amounts due or to become due on all
Senior Indebtedness, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article XIV (equally and ratably with the holders of all
indebtedness of the Company which by its express terms is subordinated to Senior
Indebtedness of the Company to substantially the same extent as the Debentures
are subordinated to the Senior Indebtedness and is entitled to like rights of
subrogation by reason of any payments or distributions made to holders of such
Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to
receive payments and distributions of cash, property and securities applicable
to the Senior Indebtedness until the principal of, premium, if any, and interest
on the Debentures shall be paid in full. For purposes of such subrogation, no
payments or distributions to the holders of the Senior Indebtedness of any cash,
property or securities to which the Holders or the Trustee would be entitled
except for the provisions of this Article XIV, and no payments over pursuant to
the provisions of this Article XIV to the holders of Senior Indebtedness by
Holders or the Trustee, shall, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

     SECTION 14.7. Provisions Solely to Define Relative Rights.

     The provisions of this Article XIV are and are intended solely for the
purpose of defining the relative rights of the Holders, on the one hand, and the
holders of Senior Indebtedness, on the other hand. Nothing contained in this
Article XIV or elsewhere in this Indenture or in the Debentures is intended to
or shall (a) impair, as between the Company and the Holders, the obligations of
the Company, which are absolute and unconditional, to pay to the Holders the
principal of, premium, if any, and interest (including any Additional Interest)
on the Debentures as and when the same shall become due and payable in
accordance with their terms, (b) affect the relative rights against the Company
of the Holders and creditors of the Company other than their rights in relation
to the holders of Senior Indebtedness or (c) prevent the Trustee or the Holder
of any Debenture from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, including filing and voting claims in any
Proceeding, subject to the rights, if any, under this Article XIV of the holders
of



                                      -83-
<PAGE>

Senior Indebtedness to receive cash, property and securities otherwise payable
or deliverable to the Trustee or such Holder.

     SECTION 14.8. Trustee to Effectuate Subordination.

     Each Holder of a Debenture by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to acknowledge or effectuate the subordination provided in this
Article XIV and appoints the Trustee his or her attorney-in-fact for any and all
such purposes.

     SECTION 14.9. No Waiver of Subordination Provisions.

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

     Without in any way limiting the generality of the immediately preceding
paragraph, the holders of Senior Indebtedness may, at any time and from to time,
without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Holders and without impairing or releasing the
subordination provided in this Article XIV or the obligations hereunder of the
Holders to the holders of Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or
supplement in any manner Senior Indebtedness or any instrument evidencing the
same or any agreement under which Senior Indebtedness is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness; (iii) release any Person liable in any
manner for the collection of Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.

     SECTION 14.10. Notice to Trustee.

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Debentures. Notwithstanding the provisions of this
Article XIV or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Debentures, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or from any trustee, agent or
representative therefor; provided, however, that if the Trustee shall not have
received the notice provided for in this Section 14.10 at least two Business
Days prior to the date upon which by the terms hereof any money may become
payable for any purpose (including the payment of the princi-



                                      -84-
<PAGE>

pal of, premium, if any, or interest (including any Additional Interest) on any
Debenture), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purpose for which it was received and shall not be affected by
any notice to the contrary which may be received by it within two Business Days
prior to such date.

     Subject to the provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Indebtedness (or a trustee therefor) to establish that
such notice has been given by a holder of Senior Indebtedness (or a trustee
therefor). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article XIV, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article XIV, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

     SECTION 14.11. Reliance on Judicial Order or Certificate of Liquidating
Agent.

     Upon any payment or distribution of assets of the Company referred to in
this Article XIV, the Trustee, subject to the provisions of Section 6.1, and the
Holders shall be entitled to rely upon any order or decree entered by any court
of competent jurisdiction in which such Proceeding is pending, or a certificate
of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee
for the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
XIV.

     SECTION 14.12. Trustee Not Fiduciary for Holders of Senior Indebtedness.

     The Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any such holders if it shall in good faith mistakenly pay over
or distribute to Holders or to the Company or to any other Person cash, property
or securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article XIV or otherwise. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article XIV and
no implied



                                      -85-
<PAGE>

covenants or obligations with respect to holders of Senior Indebtedness shall be
read into this Indenture against the Trustee.

     SECTION 14.13. Rights of Trustee as Holder of Senior Indebtedness.

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article XIV with respect to any Senior Indebtedness which may
at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article XIV shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 6.7.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article XIV shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XIV in addition to or in place of the Trustee.

     SECTION 14.14. Article Applicable to Paying Agents.

     If at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article XIV shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XIV in addition or in place of the Trustee.

     SECTION 14.15. Certain Conversions or Exchanges Deemed Payment.

     For the purposes of this Article XIV only, (a) the issuance and delivery of
Common Stock of the Company upon conversion of Debentures in accordance with
their terms shall not be deemed to constitute a payment or distribution on
account of the principal of, premium, if any, or interest (including any
Additional Interest) on Debentures or on account of the purchase or other
acquisition of Debentures, and (b) the payment, issuance or delivery of cash,
property or securities (other than as provided in clause (a) of this sentence)
upon conversion or exchange of a Debenture shall be deemed to constitute payment
on account of the principal of such security.

     SECTION 14.16. Trust Funds Not Subordinated.

     Notwithstanding anything contained herein to the contrary, payments from
funds held in trust under Article IV by the Trustee for the payment of principal
of, premium, if any, and interest on the Debentures shall not be subordinated to
the prior payment of any Senior Indebtedness of the Company or subject to the
restrictions set forth in this Article XIV



                                      -86-
<PAGE>

and no Holder shall be obligated to pay over any such funds to the Company or
any holder of Senior Indebtedness of the Company or any other creditor of the
Company.

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





                                      -87-
<PAGE>


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

                               GENTIVA HEALTH SERVICES, INC.


                               By:    __________________________________
                                      Name:
                                      Title:


                               WILMINGTON TRUST COMPANY,
                               as Trustee


                               By:    __________________________________
                                      Name:
                                      Title:








                                      -88-