<PAGE>
                                                                  Exhibit 4.3(b)


                        HORACE MANN EDUCATORS CORPORATION

                                       AND

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


                                     TRUSTEE

                          SUBORDINATED DEBT SECURITIES

                                    INDENTURE

                 DATED AS OF ____________________________, 200__
<PAGE>
                             CROSS REFERENCE SHEET *

      Provisions of Sections 310 through 318(a) inclusive of the Trust Indenture
Act of 1939, as amended, and the Indenture dated as of _________________, 200__
between Horace Mann Educators Corporation and ___________________, as Trustee.

<TABLE>
<CAPTION>
                                                               Section of
Section of Act                                                 Indenture
--------------                                                 ---------
<S>                                                            <C>
310(a)(1)                                                      6.10
310(a)(2)                                                      6.10
310(a)(3)                                                      N/A
310(a)(4)                                                      N/A
310(a)(5)                                                      6.10
310(b)                                                         6.10
310(c)                                                         N/A
311(a)                                                         6.11
311(b)                                                         6.11
311(c)                                                         N/A
312(a)                                                         4.01
312(b)                                                         4.02(b)
312(c)                                                         4.02(c)
313(a)                                                         6.06
313(b)                                                         6.06
313(c)                                                         6.06
313(d)                                                         6.06
314(a)                                                         3.04 and 4.03
314(b)                                                         N/A
314(c)(1)                                                      2.04 and 11.05
314(c)(2)                                                      2.04 and 11.05
314(c)(3)                                                      N/A
314(d)                                                         N/A
314(e)                                                         11.05
315(a)                                                         6.01(b)
315(b)                                                         6.05
315(c)                                                         6.01(a)
315(d)                                                         6.01(c)
315(e)                                                         5.10
316(a)(1)(A)                                                   5.08
316(a)(1)(B)                                                   5.09
316(a)(2)                                                      N/A
316(b)                                                         5.06
316(c)                                                         2.07
317(a)(1)                                                      5.02
317(a)(2)                                                      5.02
317(b)                                                         3.02 and 3.03
318(a)                                                         11.07
</TABLE>

* This cross reference sheet shall not, for any purpose, be deemed to be a part
of the Indenture.

      Attention should also be directed to Section 318(c) of the Trust Indenture
Act of 1939, as amended, which provides that the provisions of Sections 310
through 317 of such Act are a part of and govern every qualified indenture,
whether or not physically contained therein.
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
ARTICLE 1. DEFINITIONS                                                         1
  SECTION 1.01.  Certain Terms Defined                                         1

ARTICLE 2. SECURITIES                                                          5
  SECTION 2.01.  Forms Generally                                               5
  SECTION 2.02.  Form of Trustee's Certificate of Authentication               6
  SECTION 2.03.  Amount Unlimited; Issuable in Series                          6
  SECTION 2.04.  Authentication and Delivery of Securities                     8
  SECTION 2.05.  Execution of Securities                                       9
  SECTION 2.06.  Certificate of Authentication                                 9
  SECTION 2.07.  Denomination and Date of Securities; Payments of Interest    10
  SECTION 2.08.  Registration, Registration of Transfer and Exchange          11
  SECTION 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities    12
  SECTION 2.10.  Cancellation of Securities                                   13
  SECTION 2.11.  Temporary Securities                                         13
  SECTION 2.12.  Securities in Global Form                                    13
  SECTION 2.13.  CUSIP Numbers                                                14

ARTICLE 3. COVENANTS OF THE COMPANY                                           14
  SECTION 3.01.  Payment of Principal and Interest                            14
  SECTION 3.02.  Offices for Payment, Etc.                                    14
  SECTION 3.03.  Paying Agents                                                14
  SECTION 3.04.  Officers' Certificate                                        15
  SECTION 3.05.  Calculation of Original Issue Discount                       15

ARTICLE 4. SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY                  15
  SECTION 4.01.  Company to Furnish Trustee Information as to Names and
                 Addresses of Securityholders                                 15
  SECTION 4.02.  Preservation and Disclosure of Securityholders' Lists        16
  SECTION 4.03.  Reports by the Company                                       17

ARTICLE 5. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT    18
  SECTION 5.01.  Event of Default Defined; Acceleration of Maturity;
                 Waiver of Default                                            18
  SECTION 5.02.  Collection of Indebtedness by Trustee; Trustee May Prove
                 Debt                                                         20
  SECTION 5.03.  Application of Proceeds                                      21
  SECTION 5.04.  Restoration of Rights on Abandonment of Proceedings          22
  SECTION 5.05.  Limitations on Suits by Securityholders                      22
  SECTION 5.06.  Unconditional Right of Securityholders to Institute
                 Certain Suits                                                23
  SECTION 5.07.  Powers and Remedies Cumulative; Delay or Omission Not
                 Waiver of Default                                            23
  SECTION 5.08.  Control by Securityholders                                   23
  SECTION 5.09.  Waiver of Past Defaults                                      23
  SECTION 5.10.  Right of Court to Require Filing of Undertaking to Pay
                 Costs                                                        24
  SECTION 5.11.  Suits for Enforcement                                        24
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                          <C>
ARTICLE 6. CONCERNING THE TRUSTEE                                             24
  SECTION 6.01.  Duties of Trustee                                            24
  SECTION 6.02.  Rights of Trustee                                            25
  SECTION 6.03.  Individual Rights of Trustee                                 27
  SECTION 6.04.  Trustee's Disclaimer                                         27
  SECTION 6.05.  Notice of Defaults                                           27
  SECTION 6.06.  Reports by Trustee to Holders                                27
  SECTION 6.07.  Compensation and Indemnity                                   27
  SECTION 6.08.  Replacement of Trustee                                       28
  SECTION 6.09.  Successor Trustee by Merger                                  29
  SECTION 6.10.  Eligibility; Disqualification                                29
  SECTION 6.11.  Preferential Collection of Claims Against Company            29

ARTICLE 7. CONCERNING THE SECURITYHOLDERS                                     29
  SECTION 7.01.  Evidence of Action Taken by Securityholders                  29
  SECTION 7.02.  Proof of Execution of Instruments                            30
  SECTION 7.03.  Holders to Be Treated as Owners                              30
  SECTION 7.04.  Securities Owned by Company Deemed Not Outstanding           30
  SECTION 7.05.  Right of Revocation of Action Taken                          30

ARTICLE 8. SUPPLEMENTAL INDENTURES                                            31
  SECTION 8.01.  Supplemental Indentures Without Consent of
                 Securityholders                                              31
  SECTION 8.02.  Supplemental Indentures with Consent of Securityholders      32
  SECTION 8.03.  Effect of Supplemental Indenture                             33
  SECTION 8.04.  Documents to Be Given to Trustee                             33
  SECTION 8.05.  Notation on Securities in Respect of Supplemental
                 Indentures                                                   33
  SECTION 8.06.  Subordination Unimpaired                                     33

ARTICLE 9. CONSOLIDATION, MERGER, SALE OR CONVEYANCE                          33
  SECTION 9.01.  Company May Consolidate, Etc. on Certain Terms               33
  SECTION 9.02.  Successor Corporation Substituted                            34
  SECTION 9.03.  Opinion of Counsel to Trustee                                34

ARTICLE 10. SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS          34
  SECTION 10.01. Satisfaction and Discharge of Indenture                      34
  SECTION 10.02. Application by Trustee of Funds Deposited for Payment of
                 Securities                                                   37
  SECTION 10.03. Repayment of Funds Held by Paying Agent                      37
  SECTION 10.04. Return of Unclaimed Funds Held by Trustee and Paying Agent   38
  SECTION 10.05. Reinstatement of Company's Obligations                       38

ARTICLE 11. MISCELLANEOUS PROVISIONS                                          38
  SECTION 11.01. Incorporators, Shareholders, Officers and Directors of
                 Company Exempt from Individual Liability                     38
  SECTION 11.02. Provisions of Indenture for the Sole Benefit of Parties
                 and Securityholders                                          39
  SECTION 11.03. Successors and Assigns of Company Bound by Indenture         39
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                          <C>
  SECTION 11.04. Notices and Demands on Company, Trustee and
                 Securityholders                                              39
  SECTION 11.05. Officers' Certificates and Opinions of Counsel;
                 Statements to Be Contained Therein                           39
  SECTION 11.06. Payments Due on Saturdays, Sundays and Holidays              40
  SECTION 11.07. Conflict of Any Provision of Indenture with Trust
                 Indenture Act of 1939                                        41
  SECTION 11.08. New York Law to Govern                                       41
  SECTION 11.09. Counterparts                                                 41
  SECTION 11.10. Effect of Headings; Gender                                   41

ARTICLE 12. REDEMPTION OF SECURITIES AND SINKING FUNDS                        41
  SECTION 12.01. Applicability of Article                                     41
  SECTION 12.02. Notice of Redemption; Partial Redemptions                    41
  SECTION 12.03. Payment of Securities Called for Redemption                  42
  SECTION 12.04. Exclusion of Certain Securities from Eligibility for
                 Selection for Redemption                                     43
  SECTION 12.05. Mandatory and Optional Sinking Funds                         43
  SECTION 12.06. Repayment at the Option of the Holders                       46
  SECTION 12.07. Conversion Arrangement on Call for Redemption                46

ARTICLE 13. CONVERSION OF SECURITIES                                          46
  SECTION 13.01. Applicability of Article                                     46
  SECTION 13.02. Right of Holders to Convert Securities into Common Shares    47
  SECTION 13.03. Issuance of Common Shares on Conversions                     47
  SECTION 13.04. No Payment or Adjustment for Interest or Dividends           48
  SECTION 13.05. Adjustment of Conversion Price                               49
  SECTION 13.06. No Fractional Shares to Be Issued                            52
  SECTION 13.07. Preservation of Conversion Rights upon Consolidation,
                 Merger, Sale or Conveyance                                   52
  SECTION 13.08. Notice to Holders of the Securities of a Series Prior to
                 Taking Certain Types of Action                               53
  SECTION 13.09. Covenant to Reserve Shares for Issuance on Conversion of
                 Securities                                                   53
  SECTION 13.10. Compliance with Governmental Requirements                    54
  SECTION 13.11. Payment of Taxes upon Certificates for Shares Issued
                 upon Conversion                                              54
  SECTION 13.12. Trustee's Duties with Respect to Conversion Provisions       54
  SECTION 13.13. Conversion of Securities into Preferred Shares or Other
                 Securities                                                   54

ARTICLE 14. SUBORDINATION OF SECURITIES                                       55
  SECTION 14.01. Securities Subordinated to Senior Indebtedness               55
  SECTION 14.02. Subrogation                                                  56
  SECTION 14.03. Obligation of the Company Unconditional                      56
  SECTION 14.04. Payments on Securities Permitted                             57
  SECTION 14.05. Effectuation of Subordination by Trustee                     57
  SECTION 14.06. Knowledge of Trustee                                         57
  SECTION 14.07. Trustee May Hold Senior Indebtedness                         57
  SECTION 14.08. Rights of Holders of Senior Indebtedness Not Impaired        58
  SECTION 14.09. Default in Senior Indebtedness                               58
</TABLE>


                                      iii
<PAGE>
      This INDENTURE (this "INDENTURE"), dated as of _________________, 200__
between HORACE MANN EDUCATORS CORPORATION, a Delaware corporation (the
"COMPANY"), and _______________________, as trustee (the "TRUSTEE").

                                    RECITALS

      A. The Company has duly authorized the issue from time to time of its
unsecured subordinated debentures, notes or other evidences of indebtedness (the
"SECURITIES") to be issued in one or more Series.

      B.    All things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done.

      NOW, THEREFORE, in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed for the equal and
ratable benefit of the Holders from time to time of the Securities or of Series
thereof as follows.

                                    ARTICLE 1
                                   DEFINITIONS

      SECTION 1.01. Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01. All other
terms (except as herein otherwise expressly provided or unless the context
otherwise clearly requires) used in this Indenture that are defined in the Trust
Indenture Act or the definitions of which in the Securities Act are referred to
in the Trust Indenture Act, including terms defined therein by reference to the
Securities Act, shall have the meanings assigned to such terms in the Trust
Indenture Act and the Securities Act as in force at the date of this Indenture.
All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with GAAP. The words "HEREIN",
"HEREOF" and "HEREUNDER" and other words of similar import refer to this
Indenture as a whole, as supplemented and amended from time to time, and not to
any particular Article, Section or other subdivision. The terms defined in this
Article 1 have the meanings assigned to them in this Article 1 and include the
plural as well as the singular.

      "BOARD OF DIRECTORS" means either the Board of Directors of the Company or
any duly authorized committee of that Board or any duly authorized committee
created by that Board.

      "BUSINESS DAY", except as may otherwise be provided in the form of
Securities of any particular Series, with respect to any Place of Payment or
place of publication means any day, other than a Saturday, Sunday or day on
which banking institutions are authorized or required by law or regulation to
close in that Place of Payment or place of publication.

      "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act, or if at any time
after the execution and delivery 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 on such date.
<PAGE>
      "COMMON SHARES" means the shares of common stock, par value $0.001 per
share, of the Company as they exist on the date of this Indenture, or any other
shares of capital stock of the Company into which such shares shall be
reclassified or changed.

      "COMPANY" means the Person identified as the "Company" in the first
paragraph hereof until a successor corporation shall have become such pursuant
to the applicable provisions hereof, and thereafter "Company" shall mean such
successor corporation.

      "CORPORATE TRUST OFFICE" means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Indenture is located
at _____________________________.

      "DEFAULTED INTEREST" has the meaning specified in Section 2.07.

      "DEFEASANCE" has the meaning specified in Section 10.01(b).

      "DEPOSITORY", with respect to Securities of any Series for which the
Company shall determine that such Securities will be issued as a Depository
Security, means The Depository Trust Company or another clearing agency or any
successor registered under the Securities Exchange Act or other applicable
statute or regulation, which, in each case, shall be designated by the Company
pursuant to Sections 2.03 and 2.12.

      "DEPOSITORY SECURITY", with respect to any Series of Securities, means a
Security executed by the Company and authenticated and delivered by the Trustee
to the Depository or pursuant to the Depository's instruction, all in accordance
with this Indenture and pursuant to a resolution of the Board of Directors or an
indenture supplemental hereto as contemplated by Section 2.03, which shall be
registered as to principal and interest in the name of the Depository or its
nominee and shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Securities of such Series.

      "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

      "FUNDED DEBT" means all indebtedness, whether or not evidenced by a bond,
debenture, note or similar instrument or agreement, for the repayment of money
borrowed, having a maturity of more than 12 months from the date of its creation
or having a maturity of less than 12 months from the date of its creation but by
its terms being renewable or extendible beyond 12 months from such date at the
option of the borrower. For the purpose of determining "Funded Debt" of any
corporation, there shall be excluded any particular indebtedness if, on or prior
to the maturity thereof, there shall have been deposited with the proper
depository in trust the necessary funds for the payment, redemption or
satisfaction of such indebtedness.

      "GAAP" means such accounting principles as are generally accepted at the
time of any computation hereunder.

      "GOVERNMENT OBLIGATIONS", unless otherwise specified pursuant to Section
2.03, means securities that are (i) direct obligations of the United States
government or (ii) obligations of a Person controlled or supervised by, or
acting as an agency or instrumentality of, the United States government, the
payment of which obligations is unconditionally guaranteed by such


                                       2
<PAGE>
government, and that, in either case, are full faith and credit obligations of
such government and are not callable or redeemable at the option of the issuer
thereof.

      "HOLDER", "HOLDER OF SECURITIES", "REGISTERED HOLDER", "SECURITYHOLDER" or
other similar terms mean the Person in whose name at the time a particular
Security is registered in the Security register.

      "INDENTURE" means this instrument as originally executed or as it may from
time to time be amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of particular Series
of Securities established as contemplated by Section 2.03.

      "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by the chairman of the Board of Directors or the president or any vice
president and by the treasurer, the controller, any assistant treasurer, the
secretary or any assistant secretary of the Company and delivered to the
Trustee. Each such certificate shall include the statements provided for in
Section 11.05.

      "OPINION OF COUNSEL" means a written opinion of legal counsel who may be
an employee of or counsel to the Company and who shall be reasonably acceptable
to the Trustee. Each Opinion of Counsel shall include the statements provided
for in Section 11.05, if and to the extent required hereby.

      "ORIGINAL ISSUE DATE" of any Security means the date set forth as such on
such Security.

      "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.01.

      "OUTSTANDING", when used with reference to Securities of any Series as of
any particular time, subject to the provisions of Section 7.04, means all
Securities of that Series authenticated and delivered under this Indenture,
except:

            (a)   Securities theretofore cancelled by the Trustee or
      delivered to the Trustee for cancellation;

            (b)   Securities, or portions thereof, for the payment or redemption
      of which the necessary funds in the required currency shall have been
      deposited in trust with the Trustee or with any Paying Agent other than
      the Company, or shall have been set aside, segregated and held in trust by
      the Company for the holders of such Securities if the Company shall act as
      its own Paying Agent, provided that if such securities, or portions
      thereof, are to be redeemed prior to the maturity thereof, notice of such
      redemption shall have been given as herein provided, or provision
      satisfactory to the Trustee shall have been made for giving such notice;

            (c)   Securities in substitution for which other Securities shall
      have been authenticated and delivered pursuant to the terms of Section
      2.09, except with respect to any such Security as to which proof
      satisfactory to the Trustee and the Company is


                                       3
<PAGE>
      presented that such Security is held by a person in whose hands such
      Security is a legal, valid and binding obligation of the Company;

            (d)   Securities converted into Common Shares or Preferred Shares
      in accordance with or as contemplated by this Indenture; and

            (e)   Securities with respect to which the Company has effected
      defeasance as provided in Article 10.

      "PAYING AGENT" means any Person, which may include the Company, authorized
by the Company to pay the principal of or interest, if any, on any Security of
any Series on behalf of the Company.

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

      "PLACE OF PAYMENT", when used with respect to the Securities of any
Series, means the place or places where the principal of and interest, if any,
on the Securities of that Series are payable as specified pursuant to Section
3.02.

      "PREFERRED SHARES" means any shares of capital stock issued by the Company
that are entitled to a preference or priority over the Common Shares upon any
distribution of the Company's assets, whether by dividend or upon liquidation.

      "PRINCIPAL" whenever used with reference to the Securities or any Security
or any portion thereof shall be deemed to include "and premium, if any."

      "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee including any vice
president, assistant vice president, assistant secretary, senior trust officer,
trust officer or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the individuals
who at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred at the Corporate Trust Office because of his or her
knowledge of and familiarity with the particular subject.

      "SECURITIES ACT" means the Securities Act of 1933, as amended, as in force
at the date as of which this Indenture was originally executed.

      "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, as in force at the date as of which this Indenture was originally
executed.

      "SECURITY" or "SECURITIES" has the meaning stated in the first recital of
this Indenture and more particularly means any securities authenticated and
delivered under this Indenture.

      "SENIOR INDEBTEDNESS" means (i) the principal of and premium, if any, and
unpaid interest on indebtedness for money borrowed, (ii) purchase money and
similar obligations, (iii) obligations under capital leases or leases of
property or assets made as part of any sale and


                                       4
<PAGE>
leaseback transaction, (iv) guarantees, assumptions or purchase commitments
relating to, or other transactions as a result of which the Company is
responsible for the payment of, such indebtedness of others, (v) renewals,
extensions and refunding of any such indebtedness, (vi) interest or obligations
in respect of any such indebtedness accruing after the commencement of any
insolvency or bankruptcy proceedings and (vii) obligations associated with
derivative products such as interest rate and currency exchange contracts,
foreign exchange contracts, commodity contracts, and similar arrangements,
unless, in each case, the instrument by which the Company incurred, assumed or
guaranteed the indebtedness or obligations described in clauses (i) through
(vii) hereof expressly provides that such indebtedness or obligation is not
senior in right of payment to the Securities.

      "SERIES" or "SERIES OF SECURITIES" means all Securities of a similar tenor
authorized by a particular resolution of the Board of Directors or in one or
more indentures supplemental hereto.

      "SUBSIDIARY" means: (i) a corporation in which the Company and/or one or
more Subsidiaries of the Company directly or indirectly owns, at the date of
determination, a majority of the capital stock with voting power under ordinary
circumstances to elect directors; (ii) a partnership, limited liability company,
joint venture or similar entity in which the Company and/or one or more
Subsidiaries of the Company directly or indirectly holds, at the date of
determination, a majority interest in the equity capital or profits or other
similar interests of such entity; or (iii) any other unincorporated Person in
which the Company and/or one or more Subsidiaries of the Company directly or
indirectly owns at the date of determination (x) at least a majority ownership
interest or (y) the power to elect or direct the election of a majority of the
directors or other governing body of such Person.

      "TRUST INDENTURE ACT OF 1939", except as otherwise provided in Sections
8.01 and 8.02, means the Trust Indenture Act of 1939, as amended, as in force at
the date as of which this Indenture was originally executed.

      "TRUSTEE" means the Person identified as the "Trustee" in the first
paragraph hereof until a successor Trustee shall have become such pursuant to
the applicable provisions hereof, and thereafter "Trustee" shall mean each
Person who is then a Trustee hereunder. If at any time there is more than one
such Person, "Trustee" as used with respect to the Securities of any Series
means the Trustee with respect to Securities of that Series.

      "UNITED STATES OF AMERICA" means the United States of America, including
the states and the District of Columbia, its territories, possessions, the
Commonwealth of Puerto Rico and other areas subject to its jurisdiction.

      "VICE PRESIDENT" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title of "vice president."

                                    ARTICLE 2
                                   SECURITIES

      SECTION 2.01. Forms Generally. The Securities of each Series shall be
substantially in such form, including temporary or definitive global form, as
shall be established by or pursuant


                                       5
<PAGE>
to a resolution of the Board of Directors or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have imprinted or otherwise reproduced thereon such legend or
legends, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law or with any rules or regulations, or with any
rules of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities as evidenced by their
execution of the Securities.

      The definitive Securities may be printed or reproduced in any other
manner, all as determined by the officers executing such Securities as evidenced
by their execution of such Securities.

      SECTION 2.02.  Form of Trustee's Certificate of Authentication.  The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

            This is one of the Securities of the Series designated herein and
      referred to in the within-mentioned Indenture.

                                                                   , as Trustee
                                           ------------------------



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



                                           -- or --

                                                                   , as Trustee
                                           ------------------------


                                           By:                             , as
                                              -----------------------------
                                           Authentication Agent


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

      SECTION 2.03.  Amount Unlimited; Issuable in Series.  The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

      The Securities may be issued in one or more Series. There shall be
established in or pursuant to a resolution of the Board of Directors and set
forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any Series:

            (a) the title of the Securities of the Series, which shall
      distinguish the Securities of the Series from all other Securities issued
      by the Company;

            (b) any limit upon the aggregate principal amount of the Securities
      of the Series that may be authenticated and delivered under this
      Indenture, except for Securities


                                       6
<PAGE>
      authenticated and delivered upon registration of transfer of, or in
      exchange for or in lieu of, other Securities of the Series pursuant to
      Section 2.08, 2.09, 2.11, 8.05 or 12.03;

            (c) if other than 100% of their principal amount, the percentage of
      their principal amount at which the Securities of the Series will be
      offered for sale to the public;

            (d) the date or dates on which the principal of the Securities of
      the Series is payable or the method of determination thereof;

            (e) the rate or rates, which may be fixed or variable, or the method
      or methods of determination thereof, at which the Securities of the Series
      shall bear interest, if any, the date or dates from which such interest
      shall accrue, the interest payment dates on which such interest shall be
      payable and the record dates for the determination of Holders to whom
      interest is payable;

            (f) the place or places where the principal and interest, if any, on
      Securities of the Series shall be payable if other than as provided in
      Section 3.02;

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

            (h) if other than the principal amount thereof, the portion of the
      principal amount of Securities of the Series which shall be payable upon
      declaration of acceleration of the maturity thereof pursuant to Section
      5.01 or provable in bankruptcy pursuant to Section 5.02;

            (i) the obligation, if any, of the Company to redeem, purchase or
      repay Securities of the Series whether pursuant to any sinking fund or
      analogous provisions or pursuant to other provisions set forth therein or
      at the option of a Holder thereof and the price or prices at which and the
      period or periods within which and the terms and conditions upon which
      Securities of the Series shall be redeemed, purchased or repaid, in whole
      or in part;

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

            (k) the form of the Securities, including such legends as required
      by law or as the Company deems necessary or appropriate and the form of
      any temporary global security that may be issued;

            (l) whether, and under what circumstances, the Securities of any
      Series shall be convertible into other securities of the Company and, if
      so, the terms and conditions upon which such conversion will be effected,
      including the initial conversion price or rate, the conversion period and
      other provisions in addition to or in lieu of those described herein;


                                       7
<PAGE>

            (m) if other than the Trustee, any trustees, authenticating agents,
      Paying Agents, transfer agents or registrars or any other agents with
      respect to the Securities of such Series;

            (n) if the Securities of such Series do not bear interest, the
      applicable dates for purposes of Section 4.01;

            (o) whether the Securities of such Series are to be issuable in
      whole or in part in the form of one or more Depository Securities and, in
      such case, the Depository for such Securities;

            (p) the application, if any, of Section 10.01(b) to the Securities
      of the Series; and

            (q) any other terms or conditions, not be inconsistent with the
      provisions of this Indenture, upon which the Securities of the Series are
      to be issued.

      All Securities of any one Series shall be substantially identical except
as to denomination and except as otherwise may be provided in or pursuant to
such resolution of the Board of Directors or in any such indenture supplemental
hereto. All Securities of any one Series need not be issued at the same time,
and unless otherwise provided, a Series may be reopened for issuances of
additional Securities of such Series.

      SECTION 2.04. Authentication and Delivery of Securities. At any time and
from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any Series executed by the Company to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
make available for delivery such Securities to or upon the written order of the
Company, signed by both (a) the chairman of its Board of Directors, or its
president or any vice president, and (b) its treasurer or any assistant
treasurer, secretary or any assistant secretary. At the time of the first
authentication of Securities of a Series that provides for the issuance of
Securities of that Series from time to time, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive and subject to Section 6.01 shall be fully
protected in relying upon:

            (a) a copy of any resolution or resolutions of the Board of
      Directors relating to such Series, in each case certified by the secretary
      or an assistant secretary of the Company;

            (b) a supplemental indenture, if any;

            (c) an Officers' Certificate setting forth the form and terms of the
      Securities of such Series as required pursuant to Sections 2.01 and 2.03,
      respectively, and prepared in accordance with Section 11.05; and


                                        8
<PAGE>

            (d) an Opinion of Counsel, prepared in accordance with Section
      11.05, which shall state:

                  (i) that the form or forms and terms of such Securities have
            been established by or pursuant to a resolution of the Board of
            Directors or by a supplemental indenture as permitted by Sections
            2.01 and 2.03 in conformity with the provisions of this Indenture;
            and

                  (ii) that such Securities have been duly authorized and, when
            authenticated and delivered by the Trustee and issued by the Company
            in the manner and subject to any conditions specified in such
            opinion of counsel, will constitute valid and binding obligations of
            the Company enforceable in accordance with their terms, subject to
            applicable bankruptcy, insolvency, fraudulent conveyance,
            reorganization or other laws relating to or affecting the
            enforcement of creditors' rights generally and by general equitable
            principles, regardless of whether such enforceability is considered
            in a proceeding in equity or at law.

      The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section 2.04 if the issue of such Securities pursuant
to this Indenture will affect the Trustee's own rights, duties or immunities
under this Indenture in a manner not reasonably acceptable to the Trustee.

      SECTION 2.05. Execution of Securities. The Securities shall be signed on
behalf of the Company by both (a) the chairman of its Board of Directors or its
president or any vice president and (b) its treasurer or any assistant treasurer
or its secretary or any assistant secretary, under its corporate seal. Such
signatures may be the manual or facsimile signatures of such officers. The seal
of the Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Securities. Typographical and
other minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.

      In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Company, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Company. Any Security may be signed on behalf of the Company by such
individuals as, at the actual date of the execution of such Security, shall be
the proper officers of the Company, although at the date of the execution and
delivery of this Indenture any such individual was not such an officer.

      SECTION 2.06. Certificate of Authentication. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form set forth
in Section 2.02 and executed by the Trustee by the manual signature of one of
its authorized signatories shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate by the Trustee upon
any Security executed by the Company shall be conclusive evidence that the


                                       9
<PAGE>

Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture.

      SECTION 2.07. Denomination and Date of Securities; Payments of Interest.
The Securities shall be issuable in denominations as shall be specified as
contemplated by Section 2.03. In the absence of any such specification with
respect to the Securities of any Series, Securities shall be issuable in
denominations of $1,000 and any integral multiple thereof, and interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The Securities
shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Company executing the same may
determine with the approval of the Trustee as evidenced by its execution and
authentication thereof.

      Each Security shall be dated the date of its authentication.

      Unless otherwise provided as contemplated by Section 2.03, interest on any
Security that is payable, and is punctually paid or duly provided for, on any
interest payment date shall be paid to the person in whose name that Security
(or one or more predecessor securities) is registered at the close of business
on the regular record date for the payment of such interest.

      The term "RECORD DATE" as used with respect to any interest payment date
(except for a date for payment of defaulted interest) means the date specified
as such in the terms of the Securities of any particular Series or, if no such
date is so specified, the close of business on the fifteenth day preceding such
interest payment date, whether or not such record date is a Business Day.

      Any interest on any Security of any Series that is payable but not
punctually paid or duly provided for ("DEFAULTED INTEREST") on any interest
payment date shall forthwith cease to be payable to the Registered Holder on the
relevant record date by virtue of such Holder having been a Holder on such
record date. Such defaulted interest may be paid by the Company, at its election
in each case, as provided in clause (a) or clause (b) below:

            (a) The Company may elect to make payment of any defaulted interest
      to the persons in whose names any such Securities (or their respective
      predecessor Securities) are registered at the close of business on a
      special record date for the payment of such defaulted interest, which
      shall be fixed in the following manner. The Company shall notify the
      Trustee in writing of the amount of defaulted interest proposed to be paid
      on each Security of such Series and the date of the proposed payment, and
      at the same time the Company shall deposit with the Trustee funds 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 funds when
      deposited shall be held in trust for the benefit of the Persons entitled
      to such defaulted interest as provided in this clause (a). Thereupon the
      Trustee shall fix a special record date for the payment of such defaulted
      interest in respect of Securities of such Series, which shall be not more
      than 15 nor 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 promptly shall notify the Company of
      such special record date and, in the name and at the expense of the
      Company, shall cause notice of the


                                       10
<PAGE>

      proposed payment of such defaulted interest and the special record date
      thereof to be mailed, first class postage prepaid, to each Registered
      Holder at his address as it appears in the Security register, not less
      than ten days prior to such special record date. Notice of the proposed
      payment of such defaulted interest and the special record date therefor
      having been mailed as aforesaid, such defaulted interest in respect of
      Securities of such Series shall be paid to the persons in whose names such
      Securities (or their respective predecessor Securities) are registered on
      such special record date and such defaulted interest shall no longer be
      payable pursuant to the following clause (b).

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

      Subject to the foregoing provisions of this Section 2.07, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, that were carried by such other Security.

      SECTION 2.08. Registration, Registration of Transfer and Exchange. The
Company will cause to be kept at each office or agency to be maintained for the
purpose as provided in Section 3.02 a register or registers (the "SECURITY
REGISTER") in which, subject to such reasonable regulations as it may prescribe,
the Company will provide for the registration and the registration of transfer
of the Securities. The Trustee is hereby appointed Security registrar for
purposes of registering, and registering transfers of, the Securities.

      Upon surrender for registration of transfer of any Security of any Series
at any such office or agency to be maintained for the purpose as provided in
Section 3.02, the Company shall execute, and the Trustee shall authenticate and
make available for delivery in the name of the transferee or transferees, a new
Security or Securities of the same Series and of like tenor and containing the
same terms (other than the principal amount thereof, if more than one Security
is executed, authenticated and delivered with respect to any security so
presented, in which case the aggregate principal amount of the executed,
authenticated and delivered Securities shall equal the principal amount of the
Security presented in respect thereof) and conditions.

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

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


                                       11
<PAGE>

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of an amount
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 2.11, 8.05 or 12.03 not involving any
transfer.

      The Company shall not be required (i) to issue, register the transfer of
or exchange any Security during a 15-day period prior to the day of mailing of
the relevant notice of redemption or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except, in
the case of any Security to be redeemed in part, the portion thereof not
redeemed.

      SECTION 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security shall become mutilated or defaced
or be destroyed, lost or stolen, the Company shall execute, and upon the written
request of any officer of the Company, the Trustee shall authenticate and make
available for delivery a new Security of the same Series and of like tenor and
principal amount and with the same terms and conditions, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated or
defaced Security or in lieu of and substitution for the Security so destroyed,
lost or stolen. In every case the applicant for a substitute Security shall
furnish to the Company and to the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their satisfaction of
the destruction, loss or theft of such Security and of the ownership thereof.

      Upon the issuance of any substitute Security, the Company may require the
payment of an amount sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses, including the
reasonable fees and expenses of the Trustee, connected therewith. In case any
Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Company, instead of issuing a substitute Security, may pay or
authorize the payment of the same without surrender thereof except in the case
of a mutilated or defaced Security. The applicant for such payment shall furnish
to the Company and to the Trustee such security or indemnity as any of them may
require to save each of them harmless. In every case of destruction, loss or
theft, the applicant also shall furnish to the Company and the Trustee evidence
to their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.

      Every substitute Security of any Series issued pursuant to the provisions
of this Section 2.09 by virtue of the fact that any Security is destroyed, lost
or stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone and shall be entitled to all the benefits of and shall be
subject to all the limitations of rights set forth in this Indenture equally and
proportionately with any and all other Securities of such Series duly
authenticated and delivered hereunder. All Securities shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Securities and shall preclude any
and all


                                       12
<PAGE>

other rights or remedies, notwithstanding any law or statute to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

      SECTION 2.10. Cancellation of Securities. All Securities surrendered for
payment, redemption, registration of transfer or exchange, or for credit against
any payment in respect of a sinking or analogous fund, if surrendered to the
Company or any agent of the Company or the Trustee shall be delivered to the
Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities shall be issued in lieu thereof except as expressly
permitted by the provisions of this Indenture. The Company at any time may
deliver to the Trustee for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold and all Securities so
delivered shall be promptly cancelled by the Trustee. The Trustee shall return
cancelled Securities held by it to the Company. If the Company shall acquire any
of the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless the same
are delivered to the Trustee for cancellation.

      SECTION 2.11. Temporary Securities. Pending the preparation of definitive
Securities for any Series, the Company may execute and the Trustee shall
authenticate and make available for delivery temporary Securities for such
Series, which may be printed, typewritten or otherwise reproduced, in each case
in form reasonably acceptable to the Trustee. Temporary Securities of any Series
may be issued in any authorized denomination and substantially in the form of
the definitive Securities of such Series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Company with the reasonable concurrence of the Trustee.
Temporary Securities may contain such reference to any provisions of this
Indenture as may be appropriate. Every temporary Security shall be executed by
the Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay the Company shall execute and shall
furnish definitive securities of such Series and thereupon temporary Securities
of such Series may be surrendered in exchange therefor without charge at each
office or agency to be maintained by the Company for that purpose pursuant to
Section 3.02, and the Trustee shall authenticate and make available for delivery
in exchange for such temporary Securities of such Series a like aggregate
principal amount of definitive Securities of the same Series of authorized
denominations. Until so exchanged, the temporary Securities of any Series shall
be entitled to the same benefits under this Indenture as definitive Securities
of such Series.

      SECTION 2.12. Securities in Global Form. If Securities of a Series are
issuable in global form, as specified as contemplated by Section 2.03, then,
notwithstanding the provisions of Section 2.03(j) and Section 2.07, such
Security shall represent such of the Outstanding Securities of such Series as
shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby may be made by the Trustee in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company order to be delivered to the Trustee
pursuant to Section 2.04. Subject to the provisions of Section 2.04, the Trustee
shall deliver and


                                       13
<PAGE>

redeliver any Security in definitive global form in the manner and upon written
instructions given by the Person or Persons specified therein or in the
applicable Company order. If a Company order pursuant to Section 2.04 has been,
or simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 11.05 and need not be accompanied by an
Opinion of Counsel.

      Unless otherwise specified as contemplated by Section 2.03, payment of
principal of and any interest on any Security in definitive global form shall be
made to the Person or Persons specified therein.

      Except as provided in the preceding paragraph, the Company, the Trustee
and any agent of the Company and the Trustee shall treat a Person as the Holder
of such principal amount of outstanding Securities represented by a definitive
global Security as shall be specified in a written statement of the Holder of
such definitive global Security.

      SECTION 2.13. CUSIP Numbers. The Company in issuing the Securities may use
"CUSIP" numbers if then generally in use and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders. Any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities. No such redemption shall be affected by any
defect in or omission of such numbers. The Company promptly will notify the
Trustee of any change in the CUSIP numbers.


                                    ARTICLE 3
                            COVENANTS OF THE COMPANY

      SECTION 3.01. Payment of Principal and Interest. The Company covenants and
agrees for the benefit of each particular Series of Securities that it will duly
and punctually pay or cause to be paid the principal of, and interest on, each
of the Securities of such Series in accordance with the terms of the Securities
of such Series and this Indenture.

      SECTION 3.02. Offices for Payment, Etc. So long as any of the Securities
remain outstanding, the Company will maintain the following for each Series: an
office or agency where the Securities may be presented for payment or
conversion; where the Securities may be presented for registration of transfer
and for exchange; and where notices and demands to or upon the Company in
respect of the Securities or of this Indenture may be served. The Company will
give to the Trustee written notice of the location of any such office or agency
and of any change of location thereof. In case the Company shall fail to so
designate or maintain any such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations
and demands may be made and notices may be served at the Corporate Trust Office.
Unless otherwise specified pursuant to Section 2.03, the Trustee is hereby
appointed Paying Agent.

      SECTION 3.03. Paying Agents. Whenever the Company shall appoint a Paying
Agent other than the Trustee with respect to the Securities of any Series, it
will cause such Paying


                                       14

<PAGE>

Agent to execute and deliver to the Trustee an instrument in which such
Agent shall agree with the Trustee, subject to the provisions of this Section
3.03:

            (a) that it will hold all amounts received by it as such Paying
      Agent for the payment of the principal of or interest on the Securities of
      such Series in trust for the benefit of the Holders of the Securities of
      such Series and, upon the occurrence of an Event of Default and upon the
      written request of the Trustee, pay over all such sums received by it to
      the Trustee; and

            (b) that it will give the Trustee notice of any failure by the
      Company or by any other obligor on the Securities of such Series to make
      any payment of the principal of or interest on the Securities of such
      Series when the same shall be due and payable.

      On or prior to each due date of the principal of or interest on the
Securities of such Series, the Company will deposit with the Paying Agent
sufficient funds to pay such principal or interest so becoming due and, unless
such Paying Agent is the Trustee, notify the Trustee of any failure to take such
action.

      If the Company shall act as its own Paying Agent with respect to the
Securities of any Series, on or before each due date of the principal of or
interest on the Securities of such Series it will set aside, segregate and hold
in trust for the benefit of the Holders of the Securities of such Series
sufficient funds to pay such principal or interest so becoming due. The Company
will promptly notify the Trustee of any failure to take such action.

      At any time, for the purpose of obtaining a satisfaction and discharge
with respect to one or more or all Series of Securities or for any other reason,
the Company may pay or cause to be paid to the Trustee all amounts held in trust
for any such Series by the Company or any Paying Agent, such amounts to be held
by the Trustee in trust pursuant to this Indenture.

      The agreement to hold amounts in trust as provided in this Section 3.03 is
subject to the provisions of Sections 10.03 and 10.04.

      SECTION 3.04. Officers' Certificate. 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 as to the Company's compliance
with all conditions and covenants under the Indenture (such compliance to be
determined without regard to any period of grace or requirement of notice
provided under the Indenture).

      SECTION 3.05. Calculation of Original Issue Discount. The Company shall
file with the Trustee, within 60 days after the end of each calendar year, a
written notice specifying the amount of original issue discount, if any,
including daily rates and accrual periods, accrued on each Series of Outstanding
Securities as of the end of such year.

                                    ARTICLE 4
                SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY

      SECTION 4.01. Company to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Company will furnish or cause to be furnished
to the Trustee a list in such


                                       15

<PAGE>

form as the Trustee reasonably may require of the names and addresses of the
Holders of the Securities of each Series:

            (a) semiannually, and not more than 15 days after each record date
      for the payment of interest on such Securities, as of such record date;
      and

            (b) at such other times as the Trustee reasonably may request in
      writing, within 30 days after receipt by the Company of any such request,
      such list to be as of a date not more than 15 days prior to the time such
      information is furnished; provided that, if the Trustee shall be the
      Security registrar for such Series, such list shall not be required to be
      furnished.

      SECTION 4.02. Preservation and Disclosure of Securityholders' Lists.

            (a) The Trustee shall preserve, in as current a form as is
      reasonably practicable, all information as to the names and addresses of
      the Holders of each Series of Securities contained in the most recent list
      furnished to it as provided in Section 4.01 or maintained by the Trustee
      in its capacity as Security registrar for such Series. The Trustee may
      destroy any list furnished to it as provided in Section 4.01 upon receipt
      of a new list so furnished.

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

                  (i)  shall afford to such applicants access to the information
            preserved at the time by the Trustee in accordance with the
            provisions of Section 4.02(a); or

                  (ii) shall inform such applicants as to the approximate number
            of Holders of Securities of such Series or all Securities, as the
            case may be, whose names and addresses appear in the information
            preserved at the time by the Trustee, in accordance with the
            provisions of Section 4.02(a), and as to the approximate cost of
            mailing to such Securityholders the form of proxy or other
            communication, if any, specified in such application.

            If the Trustee shall elect not to afford to such applicants access
      to such information, the Trustee, upon the written request of such
      applicants, shall mail to each Securityholder of such Series or all
      Securities, as the case may be, whose name and address appear in the
      information preserved at the time by the Trustee in accordance with the
      provisions of Section 4.02(a), a copy of the form of proxy or other
      communication that is specified in such request, with reasonable
      promptness after a tender to the Trustee of the material to be mailed and
      of payment, or provision for the payment, of the


                                       16

<PAGE>

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

            (c) Each and every Holder of Securities, by receiving and holding
      the same, agrees with the Company and the Trustee that neither the Company
      nor the Trustee nor any agent of the Company or the Trustee shall be held
      accountable by reason of the disclosure of any such information as to the
      names and addresses of the Holders of Securities in accordance with the
      provisions of Section 4.02(b), regardless of the source from which such
      information was derived, and that the Trustee shall not be held
      accountable by reason of mailing any material pursuant to a request made
      under such Section 4.02(b).

      SECTION 4.03. Reports by the Company. The Company:

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

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

            (c) will transmit by mail to the Holders of Securities in the manner
      and to the extent required by Section 6.06, within 30 days after the
      filing thereof with the Trustee,


                                       17

<PAGE>

      such summaries of any information, documents and reports required to be
      filed by the Company pursuant to Sections 4.03(a) and (b) as may be
      required to be transmitted to such Holders by rules and regulations
      prescribed from time to time by the Commission.

                                    ARTICLE 5
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

      SECTION 5.01. Event of Default Defined; Acceleration of Maturity; Waiver
of Default. "EVENT OF DEFAULT", with respect to Securities of any Series, means
any one of the following events which shall have occurred and be continuing
(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) unless it is either inapplicable to a
particular Series or it is specifically deleted or modified in or pursuant to
the supplemental indenture or resolution of the Board of Directors establishing
such Series of Securities or in the form of Security for such Series:

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

            (b) default in the payment of all or any part of the principal of
      any of the Securities of such Series as and when the same shall become due
      and payable, either at maturity, upon any redemption, by declaration or
      otherwise;

            (c) default in the performance or breach of any covenant or warranty
      contained in the Securities of such Series or in this Indenture (other
      than a covenant or warranty a default in whose performance or whose breach
      is elsewhere in this Section 5.01 specifically dealt with or which has
      expressly been included in this Indenture solely for the benefit of one or
      more Series of Securities other than that Series), 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 Securities of that Series, a written notice specifying
      such default or breach and requiring it to be remedied and stating that
      such notice is a "Notice of Default" hereunder;

            (d) default under any bond, debenture, note or other evidence of
      indebtedness of the Company, or under any mortgage, indenture or
      instrument under which there may be issued or by which there may be
      secured or evidenced any indebtedness of the Company, whether such
      indebtedness now exists or is hereafter created, which default involves
      the failure to pay principal on indebtedness at the final maturity thereof
      after the expiration of any applicable grace period with respect thereto
      or which has resulted in indebtedness becoming or being declared due and
      payable prior to the date on which it would otherwise become due and
      payable in an aggregate amount in excess of $40,000,000;


                                       18
<PAGE>

            (e) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of the Company in an involuntary
      case or proceeding under any applicable Federal or State bankruptcy,
      insolvency, reorganization or other similar law or (B) a decree or order
      (1) adjudging the Company a bankrupt or insolvent, (2) 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 law, (3) appointing a custodian, receiver, liquidator,
      assignee, trustee, sequestrator or other similar official of the Company
      or of any substantial part of its property or (4) ordering the winding up
      or liquidation of its affairs, and the continuance of any such decree or
      order for relief or any such other decree or order unstayed and in effect
      for a period of 90 consecutive days;

            (f) the commencement by the Company of a voluntary case or
      proceeding under any applicable federal or state bankruptcy, insolvency,
      reorganization or other similar law or of any other case or proceeding to
      be adjudicated a bankrupt or insolvent, or the consent by it to the entry
      of a decree or order for relief in respect of the Company in an
      involuntary case or proceeding under any applicable federal or state
      bankruptcy, insolvency, reorganization or other similar law or to the
      commencement of any bankruptcy or insolvency case or proceeding against
      it, or the filing by it of a petition or answer or consent seeking
      reorganization or relief under any applicable federal or state law, or the
      consent by it to the filing of such petition or to the appointment of or
      taking possession by a custodian, receiver, liquidator, assignee, trustee,
      sequestrator or similar official of the Company or of any substantial part
      of its property, or the making by it of an assignment for the benefit of
      creditors; or

            (g) any other Event of Default provided with respect to Securities
      of such Series in the supplemental indenture or resolution of the Board of
      Directors establishing such Series.

      If an Event of Default occurs and is continuing with respect to the
Securities of any Series, then and in each and every such case, unless the
principal of all Securities of such Series shall have already become due and
payable, either the Trustee for such Series or the Holders of not less than 25%
in aggregate principal amount at maturity of the Securities of such Series then
Outstanding, by notice in writing to the Company and to the Trustee if given by
such Holders, may declare the principal of all the Securities of such Series to
be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable. This provision, however, is
subject to the condition that if at any time after the principal of the
Securities of such Series shall have been so declared due and payable, and
before any judgment or decree for the payment of the amounts due shall have been
obtained or entered as hereinafter provided, the Company shall have paid or
deposited with the Trustee sufficient funds to pay all matured installments of
interest, if any, upon all the Securities of such Series and the principal of
the Securities of such Series that shall have become due other than by such
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, upon overdue installments
of interest, at the rate borne by the Securities of such Series to the date of
such payment or deposit) and all other defaults under this Indenture, other than
the nonpayment of the principal of Securities of such Series that shall have
become due by such acceleration, shall have been remedied, then and in every
such case the Holders of a


                                       19
<PAGE>

majority in aggregate principal amount at maturity of the Securities of such
Series then Outstanding, by written notice to the Company and to the Trustee for
the Securities of such Series, may waive all defaults and rescind and annul such
declaration and its consequences; but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

      SECTION 5.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. If the Company shall fail to pay any installment of interest on any of the
Securities of any Series when such interest shall have become due and payable,
and such default shall have continued for a period of 30 days or shall fail to
pay the principal of any of the Securities of any Series when the same shall
have become due and payable, whether upon maturity of the Securities of such
Series or upon any redemption or by declaration or otherwise, then upon demand
of the Trustee for the Securities of such Series, the Company will pay to the
Trustee for the Securities of such Series for the benefit of the Holders of the
Securities of such Series the whole amount that then shall have become due and
payable on all Securities of such Series for principal of or interest, as the
case may be (with interest to the date of such payment upon the overdue
principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest at the same rate as the rate
of interest specified in the Securities of such Series) and such further amount
as shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to and expenses incurred by the Trustee and each
predecessor Trustee and their respective agents, attorneys and counsel.

      Until such demand is made by the Trustee, the Company may pay the
principal of and interest on the Securities of any Series to the persons
entitled thereto, whether or not the principal of and interest on the Securities
of such Series are overdue.

      If the Company shall fail to pay such amounts upon such demand, the
Trustee for the Securities of such Series, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the amounts so due and
unpaid. In any such case, the Trustee may prosecute any such action or
proceedings to judgment or final decree and may enforce any such judgment or
final decree against the Company or other obligor upon such Securities and
collect in the manner provided by law out of the property of the Company or
other obligor upon such Securities, wherever situated, the amounts adjudged or
decreed to be payable.

      If (i) there shall be pending proceedings relative to the Company or any
other obligor upon the Securities under Title 11 of the United States Code or
any other applicable federal or state bankruptcy, insolvency or other similar
law, (ii) a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Company or its property or such other obligor or (iii)
any other comparable judicial proceedings relative to the Company or other
obligor under the Securities of any Series, or to the creditors or property of
the Company or such other obligor, shall be pending, and irrespective of whether
the principal of any Securities shall then be due and payable or whether the
Trustee shall have made any demand pursuant to the provisions of this Section
5.02, the Trustee shall be entitled and empowered, by intervention in such
proceedings or otherwise:


                                       20
<PAGE>

            (a) to file and prove a claim or claims for the whole amount of
      principal and interest owing and unpaid in respect of the Securities of
      any Series and to file such other papers or documents as may be necessary
      or advisable in order to have the claims of the Trustee (including any
      claim for reasonable compensation to, and expenses incurred by, the
      Trustee and each predecessor Trustee, and their respective agents,
      attorneys and counsel) and of the Securityholders allowed in any judicial
      proceedings relative to the Company or other obligor upon all Securities
      of any Series, or to the creditors or property of the Company or such
      other obligor; and

            (b) to collect and receive any funds or other property payable or
      deliverable on any such claims, and to distribute all amounts received
      with respect to the claims of the Securityholders and of the Trustee on
      their behalf; and any trustee, receiver, or liquidator, custodian or other
      similar official is hereby authorized by each of the Holders to make
      payments to the Trustee for the Securities of such Series, and, in the
      event that such Trustee shall consent to the making of payments directly
      to the Securityholders, to pay to such Trustee such amounts as shall be
      sufficient to cover reasonable compensation to and expenses incurred by
      such Trustee, each predecessor Trustee and their respective agents,
      attorneys and counsel and all other amounts due to such Trustee or any
      predecessor Trustee pursuant to Section 6.07.

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

      All rights of action and of asserting claims under this Indenture or under
any of the Securities may be enforced by the Trustee for the Securities of such
Series without the possession of any of the Securities of such Series or the
production thereof at any trial or other proceedings relative thereto. Any such
action or proceedings instituted by the Trustee shall be brought in its own name
as trustee of an express trust. Any recovery of judgment, subject to the payment
of the expenses, disbursements and compensation of the Trustee, each predecessor
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the Holders of the Securities in respect of which such action was
taken.

      In any proceedings brought by the Trustee for the Securities of such
Series, the Trustee shall be held to represent all the Holders of the Securities
in respect of which such action was taken, and it shall not be necessary to make
any Holders of such Securities parties to any such proceedings.

      SECTION 5.03. Application of Proceeds. Any amounts collected by the
Trustee for the Securities of such Series pursuant to this Article 5 in respect
of the Securities of any Series shall be applied in the following order at the
date or dates fixed by such Trustee and, in case of the distribution of such
amounts on account of principal or interest, upon presentation of the several
Securities in respect of which amounts have been collected and stamping or
otherwise noting thereon the payment, or issuing Securities of such Series in
reduced principal amounts in


                                       21
<PAGE>

exchange for the presented Securities of like Series if only partially paid, or
upon surrender thereof if fully paid:

            FIRST: To the payment of costs and expenses applicable to such
      Series in respect of which amounts have been collected, including
      reasonable compensation to and expenses incurred by the Trustee and each
      predecessor Trustee and their respective agents and attorneys and all
      other amounts due to the Trustee or any predecessor Trustee pursuant to
      Section 6.07;

            SECOND: To the payment of the amounts then due and unpaid to the
      holders of Senior Indebtedness, to the extent required by Article 14;

            THIRD: To the payment of the amounts then due and unpaid for
      principal of and interest on the Securities of such Series in respect of
      which amounts have been collected, such payments to be made ratably to the
      persons entitled thereto, without discrimination or preference, according
      to the amounts then due and payable on such Securities for principal and
      interest; and

            FOURTH: To the payment of the remainder, if any, to the Company or
      any other Person lawfully entitled thereto.

      SECTION 5.04. Restoration of Rights on Abandonment of Proceedings. If the
Trustee for the Securities of any Series shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the
Trustee, the Company and the Trustee, subject to the determination in any such
proceeding, shall be restored to their former positions and rights hereunder,
and all rights, remedies and powers of the Company, the Trustee and the
Securityholders shall continue as though no such proceedings had been taken.

      SECTION 5.05. Limitations on Suits by Securityholders. No Holder of any
Security of any Series shall have any right, by virtue or by availing of any
provision of this Indenture, to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise with respect to this Indenture, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of an Event of Default and of the
continuance thereof and the Holders of not less than 25% in aggregate principal
amount of the Securities of such Series then Outstanding shall have made written
request upon the Trustee to institute such action or proceedings in its own name
as trustee hereunder and shall have offered to the Trustee indemnity reasonable
to it as it may require, against the costs, expenses and liabilities to be
incurred therein or thereby and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any
such action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee during such 60-day period by
Holders of a majority in principal amount of the Securities of such Series then
Outstanding; it being understood and intended, and being expressly covenanted by
the Holder of every Security with every other Holder of a Security and the
Trustee, that no one or more Holders of Securities of any Series shall have any
right in any manner whatever, by virtue or by availing of any provision of this
Indenture, to affect, disturb or prejudice the rights of any other


                                       22
<PAGE>

such Holder of Securities, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the applicable Series.

      SECTION 5.06. Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any provision in this Indenture and any provision of any
Security, the right of any Holder of any Security to receive payment of the
principal of and (subject to Section 2.07) interest on such Security at the
respective rates, in the respective amount on or after the respective due dates
expressed in such Security, or to institute suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

      SECTION 5.07. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default. Except as provided in Sections 2.09 and 5.05, no right or remedy
herein conferred upon or reserved to the Trustee or to the Securityholders is
intended to be exclusive of any other right or remedy, and every right and
remedy, to the extent permitted by law, shall 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 shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein. Subject to
Section 5.05, every power and remedy given by this Indenture or by law to the
Trustee or to the Securityholders may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or the Securityholders.

      SECTION 5.08. Control by Securityholders. The Holders of a majority in
aggregate principal amount of the Securities of each Series affected at the time
Outstanding 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 by this Indenture on the Trustee with respect to
the Securities of such Series; provided that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture. The
Trustee shall have the right to decline to follow any such direction if the
Trustee shall determine that the action or proceedings so directed would involve
the Trustee in personal liability or if the Trustee in good faith shall so
determine that the actions or forbearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Securities of all Series so affected not joining in the giving of said
direction, it being understood that the Trustee shall have no duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders.

      SECTION 5.09. Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of the Securities of such Series at the time
Outstanding, on behalf of the Holders of all the Securities of such Series, may
waive any past default hereunder or its consequences, except a default in the
payment of the principal of or interest on any of the Securities of such Series.


                                       23
<PAGE>
      Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

      SECTION 5.10. Right of Court to Require Filing of Undertaking to Pay
Costs. Any court in its discretion may require, in any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken, suffered 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. Any
such court in its discretion may 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. The provisions of this Section 5.10 shall not apply, however, to
any suit instituted by the Trustee, to any suit instituted by any Securityholder
or group of Securityholders of any Series holding in the aggregate more than 10%
in aggregate principal amount of the Securities of such Series or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in
such Security.

      SECTION 5.11. Suits for Enforcement. If an Event of Default has occurred,
has not been waived and is continuing, the Trustee in its discretion may proceed
to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

                                   ARTICLE 6
                             CONCERNING THE TRUSTEE

      SECTION 6.01. Duties of Trustee.

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

            (b)   Except during the continuance of an Event of Default with
      respect to the Securities of any Series:

                  (i)   the Trustee need perform only those duties that are
            specifically set forth in this Indenture and the Trustee shall not
            be liable except for the performance of such duties and obligations
            as are specifically set forth in this Indenture, and no implied
            covenants or obligations shall be read into this Indenture against
            the Trustee; and


                                       24
<PAGE>
                  (ii)  in the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon any certificates
            or opinions furnished to the Trustee and conforming to the
            requirements of this Indenture. However, in the case of any such
            certificates or opinions which by any provision hereof are
            specifically required to be furnished to the Trustee, the Trustee
            shall examine the certificates and opinions to determine whether or
            not they conform to the requirements of this Indenture.

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

                  (i)   this paragraph (c) does not limit the effect of
            paragraph (b) of this Section 6.01;

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

                  (iii) the Trustee shall not be liable with respect to any
            action it takes or omits to take in good faith in accordance with a
            direction received by it pursuant to Section 5.08.

            (d)   Every provision of this Indenture that in any way relates to
      the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section
      6.01.

            (e)   No provision of this Indenture shall require the Trustee to
      extend or risk its own funds or otherwise incur any financial liability
      unless it receives indemnity satisfactory to it against any loss,
      liability or expense.

            (f)   Amounts 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 amounts received
      by it hereunder except as otherwise agreed in writing with the Company.

      SECTION 6.02. Rights of Trustee.

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

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


                                       25
<PAGE>
            (c)   Subject to the provisions of Section 6.01(c), the Trustee
      shall not be liable for any action it takes or omits to take in good faith
      which it believes to be authorized or within its rights or powers.

            (d)   Before the Trustee acts or refrains from acting, 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 in accordance with such
      advice or Opinion of Counsel.

            (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 indemnity reasonable to it
      against the costs, expenses and liabilities which might be incurred by it
      in compliance with such request or direction.

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

            (g)   Prior to the occurrence of an Event of Default hereunder and
      after the curing or waiving of all Events of Default, the Trustee shall
      not be bound to make any investigation into the facts or matters stated in
      any resolution, Officers' Certificate or other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, approval,
      appraisal, bond, debenture, note, coupon, security or other paper or
      document unless requested in writing so to do by the Holders of not less
      than a majority in aggregate principal amount of the Outstanding
      Securities of each affected Series; provided that, if the payment within a
      reasonable time to the Trustee of the costs, expenses or liabilities
      likely to be incurred by it in the making of such investigation, in the
      opinion of the Trustee, is not reasonably assured to the Trustee by the
      security afforded to it by the terms of this Indenture, the Trustee may
      require reasonable indemnity against such expenses or liabilities as a
      condition to proceeding.

            (h)   The Trustee shall not be required to give any bond or surety
      in respect of the performance of its powers and duties hereunder.

            (i)   The Trustee shall not be bound to ascertain or inquire as to
      the performance or observance of any covenants, conditions or agreements
      on the part of the Company, except as otherwise set forth herein, but the
      Trustee may require of the Company full information and advice as to the
      performance of the covenants, conditions and agreements contained herein
      and shall be entitled in connection herewith to examine the books, records
      and premises of the Company.

            (j)   The permissive rights of the Trustee to do things enumerated
      in this Indenture shall not be construed as a duty and the Trustee shall
      not be answerable for other than its negligence or willful default.


                                       26
<PAGE>
            (k)   Except for (i) a default under Section 5.01(a) or (b) or (ii)
      any other event of which the Trustee has actual knowledge and which event,
      with the giving of notice or the passage of time or both, would constitute
      an Event of Default under this Indenture, the Trustee shall not be deemed
      to have notice of any default or event unless specifically notified in
      writing of such event by the Company or the Holders of not less than 25%
      in aggregate principal amount of the Outstanding Securities of each
      affected Series.

      SECTION 6.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, registrar or co-registrar may do
the same with like rights. However, the Trustee must comply with Sections 6.10
and 6.11.

      SECTION 6.04. Trustee's Disclaimer. The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities. The Trustee
shall not be accountable for the Company's use of the proceeds from the
Securities and shall not be responsible for any statement in any registration
statement for the Securities filed with the Commission under the Securities Act
(other than its Statement of Eligibility on Form T-1) or in the Indenture (other
than its eligibility under Section 6.10) or the Securities (other than its
certificate of authentication).

      SECTION 6.05. Notice of Defaults. If a default occurs and is continuing
with respect to any Securities of any Series and if the Trustee has actual
knowledge of such default, the Trustee shall give to each Securityholder of such
Series notice of the default within 90 days after such default occurs. Except in
the case of a default described in Section 5.01(a) or (b), the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Securityholders of such Series.

      SECTION 6.06. Reports by Trustee to Holders. Within 60 days after each May
15 beginning with the May 15 following the date of this Indenture, the Trustee
shall mail to each Securityholder of any Series and each other Person specified
in Section 313(c) of the Trust Indenture Act a brief report dated as of such May
15 that complies with Section 313(a) of the Trust Indenture Act to the extent
required thereby. The Trustee also shall comply with Section 313(b) of the Trust
Indenture Act.

      The Trustee will file a copy of each report, at the time of its mailing to
Securityholders of any Series, with the Commission and each securities exchange
on which the Securities of any Series are listed. The Company promptly will
notify the Trustee whenever the Securities of any Series become listed on any
securities exchange and of any delisting thereof.

      SECTION 6.07. Compensation and Indemnity. The Company:

            (a)   will pay to the Trustee from time to time, and the Trustee
      shall be entitled to, such compensation as shall be agreed to 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;


                                       27
<PAGE>
            (b)   will 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 expenses of its agents and counsel, except to the extent
      any such compensation or expense may be attributable to its negligence or
      willful misconduct; and

            (c)   will indemnify the Trustee for, and to hold it harmless
      against, any loss, liability or expense arising out of or in connection
      with the acceptance or administration of this trust or the performance of
      its duties hereunder, including the reasonable costs and expenses of
      defending itself against or investigating any claim or liability in
      connection with the exercise or performance of any of its powers or duties
      hereunder, except to the extent that any such loss, liability or expense
      may be attributable to its negligence or willful misconduct.

      As security for the performance of the Company's obligations under this
Section 6.07, the Trustee shall have a lien prior to the Securities on all funds
or property held or collected by the Trustee, except for those funds that are
held in trust to pay the principal of or interest, if any, on particular
Securities.

      "Trustee" for purpose of this Section 6.07 includes any predecessor
trustee; provided that the negligence or bad faith of any Trustee shall not be
attributable to any other Trustee.

      The Company's payment obligations pursuant to this Section 6.07 shall
constitute additional indebtedness hereunder and shall survive the discharge of
this Indenture. When the Trustee incurs expenses after the occurrence of a
default specified in Sections 5.01(d) and (e), such expenses, including
reasonable fees and expenses of counsel, are intended to constitute expenses of
administration under bankruptcy law.

      SECTION 6.08. Replacement of Trustee. The Trustee may resign at any time
with respect to Securities of one or more Series by so notifying the Company. No
such resignation, however, shall be effective until a successor Trustee has
accepted its appointment pursuant to this Section 6.08. The Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
Series may remove the Trustee with respect to such Series by so notifying the
Trustee and the Company. The Company shall remove the Trustee if:

            (a)   the Trustee fails to comply with Section 6.10;

            (b)   the Trustee is adjudged bankrupt or insolvent;

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

            (d)   the Trustee otherwise becomes incapable of acting.

      If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, with respect to the Securities of one or more Series,
the Company shall promptly appoint, by resolution of its Board of Directors, a
successor Trustee with respect to the Securities of such Series.


                                       28
<PAGE>
      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture with
respect to the Securities of such Series. The successor Trustee shall mail a
notice of its succession to Securityholders so affected. The retiring Trustee
shall promptly transfer all funds and property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 6.07.

      If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of each affected Series may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

      If the Trustee fails to comply with Section 6.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

      SECTION 6.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into or transfers all or substantially all its
corporate trust business or assets to another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

      SECTION 6.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of Section 310(a)(1) of the Trust Indenture Act.
The Trustee shall have a combined capital and surplus of at least $50,000,000 as
set forth in its most recent published annual report of condition. Neither the
Company nor any person directly or indirectly controlling, controlled by or
under common control with the Company shall serve as Trustee hereunder. The
Trustee shall comply with Section 310(b) of the Trust Indenture Act.

      SECTION 6.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

                                   ARTICLE 7
                         CONCERNING THE SECURITYHOLDERS

      SECTION 7.01. Evidence of Action Taken by Securityholders.

            (a)   Any request, demand, authorization, direction, notice,
      consent, waiver or other action provided by this Indenture to be given or
      taken by a specified percentage in principal amount of the Securityholders
      of any or all Series may be embodied in and evidenced by one or more
      instruments of substantially similar tenor signed by such specified
      percentage of Securityholders in person or by agent duly appointed in
      writing. Except as herein otherwise expressly provided, such action shall
      become effective when such instrument or instruments are delivered to the
      Trustee. Proof of execution of any instrument or of a writing appointing
      any such agent shall be sufficient for any purpose of


                                       29
<PAGE>
      this Indenture and, subject to Sections 6.01 and 6.02, conclusive in favor
      of the Trustee and the Company, if made in the manner provided in this
      Article 7.

            (b)   The ownership of Securities shall be proved by the Security
      register.

      SECTION 7.02. Proof of Execution of Instruments. Subject to Sections 6.01
and 6.02, the execution of any instrument by a Securityholder or his agent or
proxy may be proved in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.

      SECTION 7.03. Holders to Be Treated as Owners. The Company, the Trustee
and any agent of the Company or the Trustee may deem and treat the person in
whose name any Security shall be registered upon the Security register for such
Series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and interest on such Security and for all other purposes. Neither the Company
nor the Trustee nor any agent of the Company or the Trustee shall be affected by
any notice to the contrary. All payments made to any such person, or upon his
order, shall be valid and, to the extent of the sum or sums so paid, effectual
to satisfy and discharge the liability for amounts payable upon any such
Security.

      SECTION 7.04. Securities Owned by Company Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all Series have concurred in any direction,
consent or waiver under this Indenture, Securities that are owned by the Company
or any other obligor on the Securities with respect to which such determination
is being made, or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company or any other
obligor on the Securities with respect to which such determination is being
made, shall be disregarded and deemed not to be Outstanding for the purpose of
any such determination. For the purpose of determining whether the Trustee shall
be protected in relying on any such direction, consent or waiver, only
Securities that the Trustee knows are so owned shall be so disregarded.
Securities so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on the Securities.

      SECTION 7.05. Right of Revocation of Action Taken. At any time prior to
the evidencing to the Trustee, as provided in Section 7.01, of the taking of any
action by the Holders of the percentage in aggregate principal amount of the
Securities of any Series specified in this Indenture in connection with such
action, any Holder of a Security the serial number of which is shown by the
evidence to be included among the serial numbers of the Securities the Holders
of which have consented to such action, by filing written notice at the
Corporate Trust Office and upon proof of holding as provided in this Article 7,
may revoke such action so far as concerns such Security. Except as aforesaid any
such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and of
any Securities issued in exchange or substitution therefor, irrespective of
whether


                                       30
<PAGE>
or not any notation in regard thereto is made upon any such Security. Any action
taken by the Holders of the percentage in aggregate principal amount of the
Securities of any Series specified in this Indenture in connection with such
action shall be binding upon the Company, the Trustee and the Holders of all the
Securities affected by such action.

                                   ARTICLE 8
                            SUPPLEMENTAL INDENTURES

      SECTION 8.01. Supplemental Indentures Without Consent of Securityholders.
The Company, when authorized by a resolution of its Board of Directors, and the
Trustee for the Securities of any Series from time to time and at any time may
enter into an indenture or indentures supplemental hereto, which shall conform
to the provisions of the Trust Indenture Act as in force at the date of the
execution thereof, in form satisfactory to such Trustee, for one or more of the
following purposes:

            (a)   to convey, transfer, assign, mortgage or pledge any property
      or assets to the Trustee as security for the Securities of one or more
      Series;

            (b)   to evidence the succession of another corporation to the
      Company, or successive successions, and the assumption by the successor
      corporation of the covenants, agreements and obligations of the Company
      pursuant to Article 9;

            (c)   to add to the covenants of the Company such further covenants,
      restrictions, conditions or provisions for the protection of the Holders
      of Securities of any Series and, if such additional covenants are to be
      for the benefit of less than all the Series of Securities, stating that
      such covenants are being added solely for the benefit of such Series;

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

            (e)   to establish the form or terms of Securities of any Series as
      permitted by Sections 2.01 and 2.03; or

            (f)   to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more Series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than the one Trustee,
      pursuant to the requirements of Section 6.08.

      The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations that may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental


                                       31
<PAGE>
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

      Any supplemental indenture authorized by the provisions of this Section
8.01 may be executed without the consent of the Holders of any of the Securities
at the time Outstanding, notwithstanding any of the provisions of Section 8.02.

      SECTION 8.02. Supplemental Indentures with Consent of Securityholders.
With the consent (evidenced as provided in Article 7) of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
each Series affected by such supplemental indenture, the Company, when
authorized by a resolution of its Board of Directors, and the Trustee for such
Series of Securities, from time to time and at any time, may enter into an
indenture or indentures supplemental hereto, which shall conform to the
provisions of the Trust Indenture Act as in force at the date of execution
thereof, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of each such Series. No such supplemental indenture, however, shall:

            (a)   extend the final maturity date of any Security, reduce the
      principal amount thereof, reduce the rate or extend the time of payment of
      interest thereon, reduce any amount payable on redemption thereof, impair
      or affect the right of any Securityholder to institute suit for payment
      thereof or, if the Securities provide therefor, affect any right of
      repayment at the option of the Securityholder without the consent of the
      Holder of each Security so affected;

            (b)   reduce the aforesaid percentage of Securities of any Series,
      the consent of the Holders of which is required for any such supplemental
      indenture, without the consent of the Holders of each Security so
      affected; or

            (c)   reduce the amount of principal payable upon acceleration of
      the maturity date of any Original Issue Discount Security.

      Upon the request of the Company, accompanied by a copy of a resolution of
the Board of Directors certified by the secretary or an assistant secretary of
the Company authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee for such Series of Securities of evidence of
the consent of the Securityholders as aforesaid and other documents, if any,
required by Section 7.01, the Trustee for such Series of Securities shall join
with the Company in the execution of such supplemental indenture. If such
supplemental indenture affects such Trustee's own rights, duties or immunities
under this Indenture or otherwise, such Trustee in its discretion may, but shall
not be obligated to, enter into such supplemental indenture.

      It shall not be necessary for the consent of the Securityholders under
this Section 8.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.02, the
Company shall give notice in the


                                       32
<PAGE>
manner and to the extent provided in Section 11.04 to the Holders of Securities
of each Series affected thereby at their addresses as they shall appear on the
Security register, setting forth in general terms the substance of such
supplemental indenture. Any failure of the Company to mail such notice, or any
defect therein, shall not in any way impair or affect the validity of any such
supplemental indenture.

      SECTION 8.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Holders of Securities
of each Series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

      SECTION 8.04. Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.01 and 6.02, shall receive an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article 8 complies with the applicable provisions of
this Indenture.

      SECTION 8.05. Notation on Securities in Respect of Supplemental
Indentures. Securities of any Series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article 8 may bear, upon the direction of the Company, a notation in form
satisfactory to the Trustee for the Securities of such Series as to any matter
provided for by such supplemental indenture. If the Company or the Trustee shall
so determine, new Securities of any Series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Outstanding Securities of such Series.

      SECTION 8.06. Subordination Unimpaired. This Indenture may not be amended
to alter the subordination of any of the Outstanding Securities of any Series
without the written consent of each holder of Senior Indebtedness then
outstanding that would be adversely affected thereby.

                                   ARTICLE 9
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      SECTION 9.01. Company May Consolidate, Etc. on Certain Terms. The Company
may consolidate with or merge with or into, or sell, convey or lease all or
substantially all of its assets to, any other corporation; provided that in any
such case:

            (a)   either the Company shall be the continuing corporation, or the
      successor corporation shall be organized and validly existing under the
      laws of the United States of America or any State thereof or the District
      of Columbia and shall expressly assume the due and punctual payment of the
      principal of and interest on all the Securities according to their tenor,
      and the due and punctual performance and observance of all of the
      covenants and conditions of this Indenture to be performed or observed by
      the Company


                                       33
<PAGE>
      by supplemental indenture satisfactory to the Trustee, executed and
      delivered to the Trustee by such corporation, and

            (b)   the Company or such successor corporation, as the case may be,
      shall not be in material default immediately after such consolidation,
      merger, sale, conveyance or lease in the performance or observance of any
      such covenant or condition.

      SECTION 9.02. Successor Corporation Substituted. In case of any such
consolidation, merger, sale, lease or conveyance, and following such an
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein. Such successor corporation may cause to be signed, and may
issue either in its own name or in the name of the Company prior to such
succession any or all of the Securities issuable hereunder that shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of
such successor corporation instead of the Company and subject to all the terms,
conditions and limitations in this Indenture, the Trustee shall authenticate and
shall make available for delivery any Securities that shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

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

      In the event of any such sale or conveyance the Company (or any successor
corporation which shall theretofore have become such in the manner described in
this Article 9) shall be discharged from all obligations and covenants under
this Indenture and the Securities and may be liquidated and dissolved.

      SECTION 9.03. Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 6.01 and 6.02, shall receive an Opinion of Counsel,
prepared in accordance with Section 11.05, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                   ARTICLE 10
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS

      SECTION 10.01. Satisfaction and Discharge of Indenture.

            (a)   If at any time:

                  (i)   the Company shall have paid or caused to be paid the
            principal of and interest on all the Outstanding Securities of any
            Series as and when the same shall have become due and payable,


                                       34
<PAGE>
                  (ii)  the Company shall have delivered to the Trustee for
            cancellation all Securities of any Series theretofore authenticated
            (other than any Securities of such Series which have been destroyed,
            lost or stolen and which shall have been replaced or paid as
            provided in Section 2.09) or

                  (iii) (A) all the Securities of such Series not theretofore
            delivered to the Trustee for cancellation shall have become due and
            payable, or are by their terms to become due and payable within one
            year or are to be called for redemption within one year under
            arrangements satisfactory to the Trustee for the giving of notice of
            redemption, and (B) the Company shall have irrevocably deposited or
            caused to be deposited with the Trustee as trust funds the entire
            amount or Government Obligations maturing as to principal and
            interest in such amounts and at such times as will ensure the
            availability of funds sufficient to pay at maturity or upon
            redemption all Securities of such Series (other than any Securities
            of such Series which shall have been destroyed, lost or stolen and
            which shall have been replaced or paid as provided in Section 2.09)
            not theretofore delivered to the Trustee for cancellation, including
            principal and interest due or to become due to such date of maturity
            as the case may be, and if, in any such case, the Company shall also
            pay or cause to be paid all other amounts payable hereunder by the
            Company with respect to Securities of such Series,

      then this Indenture shall cease to be of further effect with respect to
      Securities of such Series (except as to (1) rights of registration of
      transfer and exchange, (2) substitution of mutilated, defaced, destroyed,
      lost or stolen Securities, (3) rights of Holders to receive payments of
      principal thereof and interest thereon upon the original stated due dates
      therefor and remaining rights of the Holders to receive mandatory sinking
      fund payments, if any, (4) the rights, obligations and immunities of the
      Trustee hereunder and (5) the rights of the Securityholders of such Series
      as beneficiaries hereof with respect to the property so deposited with the
      Trustee payable to all or any of them). Subject to Section 10.05, the
      Trustee, on demand of the Company accompanied by an Officers' Certificate
      and an Opinion of Counsel and at the cost and expense of the Company,
      shall execute proper instruments acknowledging such satisfaction of and
      discharging this Indenture with respect to such Series. The Company will
      reimburse the Trustee for any costs or expenses thereafter reasonably and
      properly incurred and will compensate the Trustee for any services
      thereafter reasonably and properly rendered by the Trustee in connection
      with this Indenture and the Securities of such Series.

            (b)   In addition to its rights to discharge this Indenture pursuant
      to Section 10.01(a), the Company may defease the covenants applicable to
      any Series of Securities, as provided in this Section 10.01(b), by
      complying with the provisions of this Section 10.01(b):

                  (i)   The Company, at its option at any time, may exercise its
            right to elect to have defeasance under Section 10.01(b)(ii) be
            applied to the Outstanding Securities of any Series; provided that
            provision is made for such right pursuant to


                                       35
<PAGE>
            Section 2.03 and the applicable conditions thereto as set forth in
            this Section 10.01(b) have been satisfied.

                  (ii)  Upon the Company's exercise of the right referenced in
            Section 10.01(b)(i) applicable to this Section 10.01(b)(ii), the
            Company may terminate its obligations under the Outstanding
            Securities of any Series and this Indenture with respect to such
            Series on the date the conditions set forth in Section 10.01(b)(iii)
            are satisfied ("DEFEASANCE"). For this purpose, defeasance means
            that the Company shall be deemed to have paid and discharged the
            entire indebtedness represented by the Outstanding Securities of
            such Series and to have satisfied all its other obligations under
            such Securities and this Indenture insofar as such Securities are
            concerned, except for the following: (A) the rights of Holders of
            Outstanding Securities of such Series to receive payments in respect
            of the principal of and interest on such Securities when such
            payments are due; (B) the Company's obligations with respect to such
            Securities under Sections 2.08, 2.09, 3.02, 6.07, 10.04 and 10.05;
            (C) the rights, powers, trusts, duties and immunities of the Trustee
            hereunder; and (D) this Section 10.01(b).

                  (iii) The following shall be the conditions to the application
            of Section 10.01(b)(ii) to the Outstanding Securities of such
            Series:

                        (A)   The Company shall have irrevocably deposited or
                  caused to be deposited with the Trustee under the terms of an
                  irrevocable trust agreement, as trust funds in trust solely
                  for the purpose of making the following payments, specifically
                  pledged as security for, and dedicated solely to, the benefit
                  of the Holders of Securities of such Series, (I) cash in the
                  currency or currency unit required, (II) Government
                  Obligations maturing as to principal and interest in such
                  amounts (payable in the currency in which the Securities of
                  such Series are payable) and at such times as are sufficient
                  to pay the principal of and interest on the Outstanding
                  Securities of such Series to maturity or redemption, as the
                  case may be, or (III) a combination thereof, in each case
                  sufficient, in the opinion of a nationally recognized firm of
                  independent public accountants expressed in a written
                  certification thereof delivered to the Trustee, to pay and
                  discharge, and which shall be applied by the Trustee to pay
                  and discharge, (x) the principal of and each installment of
                  interest, if any, on the Outstanding Securities of such Series
                  on the stated maturity of such principal or installment of
                  interest, if any, and (y) any mandatory sinking fund payments
                  or analogous payments applicable to the Outstanding Securities
                  of such Series on the day on which such payments are due and
                  payable in accordance with the terms of this Indenture and of
                  such Securities. Such irrevocable trust agreement shall
                  include, among other things, (a) provision for the payments
                  referenced in clauses (x) and (y) of the immediately preceding
                  sentence, (b) the payment of the reasonable expenses of the
                  Trustee incurred or to be incurred in connection with carrying
                  out such trust provisions, (c) rights of registration of
                  transfer, substitution and exchange of Securities of such
                  Series in accordance with


                                       36
<PAGE>
                  the terms stated in this Indenture and (d) continuation of the
                  rights and obligations and immunities of the Trustee as
                  against the Holders of Securities of such Series as stated in
                  this Indenture.

                        (B)   No Event of Default or event which with notice or
                  lapse of time or both would constitute an Event of Default
                  with respect to the Securities of such Series shall have
                  occurred and be continuing on the date of such deposit or,
                  insofar as Sections 5.01(e) and 5.01(f) are concerned, at any
                  time during the period ending on the 91st day after the date
                  of such deposit (it being understood that this condition shall
                  not be deemed satisfied until the expiration of such period).

                        (C)   Such defeasance shall not result in a breach or
                  violation of, or constitute a default under, this Indenture.

                        (D)   The Company shall have delivered to the Trustee an
                  Opinion of Counsel to the effect that Securityholders of such
                  Series will not recognize income, gain or loss for federal
                  income tax purposes as a result of such deposit and discharge
                  and will be subject to federal income tax on the same amounts
                  and in the same manner and at the same time as would have been
                  the case if such deposit and defeasance had not occurred, and
                  which Opinion of Counsel must be based upon (x) a ruling of
                  the U.S. Internal Revenue Service to the same effect or (y) a
                  change in applicable U.S. federal income tax law after the
                  date of the Indenture such that a ruling is no longer
                  required.

                        (E)   The Company shall have delivered to the Trustee an
                  Officers' Certificate and Opinion of Counsel, each stating
                  that all conditions precedent provided for herein relating to
                  the deposit and defeasance contemplated by this Section
                  10.01(b) have been complied with.

      SECTION 10.02. Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.04, all funds deposited with the Trustee
pursuant to Section 10.01 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent, to the Holders of the
particular Securities of such Series for the payment or redemption of which such
funds have been deposited with the Trustee, of all amounts due and to become due
thereon for principal and interest; but such funds need not be segregated from
other funds except to the extent required by law.

      SECTION 10.03. Repayment of Amounts Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any Series, all amounts then held by any Paying Agent (other than the
Company) under the provisions of this Indenture with respect to such Series of
Securities, upon written demand of the Company, shall be paid to the Trustee and
thereupon such Paying Agent shall be released from all further liability with
respect to such amounts.


                                       37
<PAGE>
      SECTION 10.04. Return of Unclaimed Amounts Held by Trustee and Paying
Agent. Any amounts deposited with or paid to the Trustee or any Paying Agent
(including the Company acting as its own Paying Agent) for the payment of the
principal of or interest on any Security of any Series and not applied but
remaining unclaimed for two years after the date upon which such principal or
interest shall have become due and payable, upon the written request of the
Company, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property law, promptly shall be repaid to the Company
by the Trustee for such Series or such Paying Agent (except that with respect to
any amounts then held by the Company in trust as its own Paying Agent no such
request need be given and at such time the Company shall be discharged from its
duty to hold such amounts in trust as Paying Agent). The Holder of the Security
of such Series, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, thereafter shall look only to
the Company for any payment which such Holder may be entitled to collect, and
all liability of the Trustee or any Paying Agent with respect to such amounts
thereupon shall cease. Anything in this Article 10 to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon the written request of the Company any funds or Government Obligations
held by it as provided in Section 10.01(b)(iii) which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect such
defeasance in accordance with the provisions of this Indenture.

      SECTION 10.05. Reinstatement of Company's Obligations. If the Trustee is
unable to apply any funds or Government Obligations in accordance with Section
10.01 by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company's obligations under this Indenture and
the Securities of any Series for which such application is prohibited shall be
revived and reinstated as if no deposit had occurred pursuant to Section 10.01
until such time as the Trustee is permitted to apply all such funds or
Government Obligations in accordance with Section 10.01. If the Company has made
any payment of interest on or principal of any of such Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Securityholders of such Securities to receive such payment from the funds
or Government Obligations held by the Trustee.

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

      SECTION 11.01. Incorporators, Shareholders, Officers and Directors of
Company Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture or in any Security
shall be had against any incorporator as such or against any past, present or
future shareholder, officer or director of the Company or of any successor,
either directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders
thereof and as part of the consideration for the issue of the Securities.


                                       38
<PAGE>
      SECTION 11.02. Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any Person, firm or corporation,
other than the parties hereto, any Paying Agent and their successors hereunder
and the Holders of the Securities any legal or equitable right, remedy or claim
under this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their successors and of the Holders of the Securities.

      SECTION 11.03. Successors and Assigns of Company Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

      SECTION 11.04. Notices and Demands on Company, Trustee and
Securityholders. Any notice or demand that by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities to or on the Company may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Company is filed by the Company
with the Trustee) to Horace Mann Educators Corporation, 1 Horace Mann Plaza,
Springfield, IL 62715-0001, Attention: Corporate Secretary. Any notice,
direction, request or demand by the Company or any Securityholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made at the Corporate Trust Office.

      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 by first-class mail, postage prepaid to such Holders as
their names and addresses appear in the Security register within the time
prescribed. 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. 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, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given.

      In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Company and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
reasonably acceptable to the Trustee shall be deemed to be a sufficient giving
of such notice.

      SECTION 11.05. Officers' Certificates and Opinions of Counsel; Statements
to Be Contained Therein. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with,


                                       39
<PAGE>
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include:

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

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

            (c)   a statement that, in the opinion of such person, he or she has
      made such examination or investigation as is necessary to enable him or
      her to express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

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

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

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

      SECTION 11.06. Payments Due on Saturdays, Sundays and Holidays. Unless
otherwise specified in a Security, if the date of maturity of interest on or
principal of the Securities of any Series or the date fixed for redemption or
repayment of any such Security shall not be a Business Day, payment of interest
or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.


                                       40
<PAGE>
      SECTION 11.07. Conflict of Any Provision of Indenture with Trust Indenture
Act. If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with another provision included in this Indenture which is required
by the Trust Indenture Act, such required provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

      SECTION 11.08. New York Law to Govern. This Indenture and each Security,
and any disputes or controversies arising hereunder and thereunder, shall be
deemed to be a contract under the internal laws of the State of New York (other
than principles of law that would apply the law of another jurisdiction), and
for all purposes shall be construed and enforced in accordance with and governed
by the laws of said State.

      SECTION 11.09. Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

      SECTION 11.10. Effect of Headings; Gender. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof. The use of the masculine, feminine or neuter
gender herein shall not limit in any way the applicability of any term or
provision hereof.

                                   ARTICLE 12
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

      SECTION 12.01. Applicability of Article. The provisions of this Article 12
shall be applicable to the Securities of any Series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
Series except as otherwise specified as contemplated by Section 2.03 for
Securities of such Series.

      SECTION 12.02. Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any Series required to be redeemed or
to be redeemed as a whole or in part at the option of the Company shall be given
by giving notice of such redemption as provided in Section 11.04, at least 15
days and not more than 45 days prior to the date fixed for redemption to such
Holders of Securities of such Series. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security of a Series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such Series.

      The notice of redemption to each such Holder shall specify the date fixed
for redemption, the "CUSIP" number or numbers for such Securities, the
redemption price, the Place or Places of Payment, that payment will be made upon
presentation and surrender of such Securities, that such redemption is pursuant
to the mandatory or optional sinking fund, or both, if such be the case, that
interest accrued to the date fixed for redemption will be paid as specified in
such notice, that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue and, if applicable, that a Holder of
Securities who desires to convert Securities for redemption must satisfy the
requirements for conversion contained in such Securities, the


                                       41
<PAGE>
then existing conversion price or rate and the date and time when the option to
convert shall expire. If less than all of the Securities of any Series are to be
redeemed, the notice of redemption shall specify the numbers of the Securities
of such Series to be redeemed. In case any Security of a Series is to be
redeemed in part, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities of such Series in principal amount equal to the unredeemed Portion
thereof will be issued.

      The notice of redemption of Securities of any Series to be redeemed at the
option 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. If such
notice is to be given by the Trustee, the Company shall provide notice of such
redemption to the Trustee at least 45 days prior to the date fixed for
redemption (unless a shorter notice shall be satisfactory to the Trustee). If
such notice is given by the Company, the Company shall provide a copy of such
notice given to the Holders of such redemption to the Trustee at least three
Business Days prior to the date such notice is given to such Holders, but in any
event at least 15 days prior to the date fixed for redemption (unless a shorter
notice shall be satisfactory to the Trustee).

      Unless otherwise specified pursuant to Section 2.03, not later than the
redemption date specified in the notice of redemption given as provided in this
Section 12.02, the Company will have on deposit with the Trustee or with one or
more Paying Agents (or, if the Company is acting as its own Paying Agent, set
aside, segregate and hold in trust as provided in Section 3.03) funds available
on such date (or other forms of property, if permitted by the terms of the
Securities of such Series) sufficient to redeem on the redemption date all the
Securities of such Series so called for redemption at the appropriate redemption
price, together with accrued interest to the date fixed for redemption. If less
than all the Outstanding Securities of a Series are to be redeemed, the Company
will deliver to the Trustee at least 45 days prior to the date fixed for
redemption an Officers' Certificate stating the aggregate principal amount of
Securities to be redeemed (unless a shorter notice shall be satisfactory to the
Trustee).

      If less than all the Securities of a Series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such Series to be redeemed in whole or in part and the Trustee
shall promptly notify the Company in writing of the Securities of such Series
selected for redemption and, in the case of any Securities of such Series
selected for partial redemption, the principal amount thereof to be redeemed.
However, if less than all the Securities of any Series with differing issue
dates, interest rates and stated maturities are to be redeemed, the Company in
its sole discretion shall select the particular securities to be redeemed and
shall notify the Trustee in writing thereof at least 45 days prior to the
relevant redemption date (unless a shorter notice shall be satisfactory to the
Trustee). Securities may be redeemed in part in multiples equal to the minimum
authorized denomination for Securities of such Series or any multiple thereof.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any Series shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

      SECTION 12.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice


                                       42
<PAGE>
shall become due and payable on the date and at the place stated in such notice
at the applicable redemption price, together with interest accrued to the date
fixed for redemption, and on and after said date (unless the Company shall
default in the payment of such Securities at the redemption price, together with
interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue. Except as provided in
Sections 6.01 and 10.04, such Securities shall cease from and after the date
fixed for redemption to be entitled to any benefit or security under this
Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of such
Securities at a Place of Payment specified in said notice, said Securities or
the specified portions thereof shall be paid and redeemed by the Company at the
applicable redemption price, together with interest accrued thereon to the date
fixed for redemption. If for any Securities the date fixed for redemption is a
regular interest payment date, payment of interest becoming due on such date
shall be payable to the Holders of such Securities registered as such on the
relevant record date subject to the terms and provisions of Section 2.07.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest borne
by the Security.

      Upon presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to or
on the order of the Holder thereof, at the expense of the Company, a new
Security or Securities, of authorized denominations, in principal amount equal
to the unredeemed portion of the Security so presented.

      SECTION 12.04. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Company and
delivered to the Trustee at least 30 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by, either (a) the Company or (b) an entity specifically
identified in such written statement as directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.

      SECTION 12.05. Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of Securities of any Series
is referred to as a "MANDATORY SINKING FUND PAYMENT", and any payment in excess
of such minimum amount provided for by the terms of Securities of any Series is
referred to as an "OPTIONAL SINKING FUND PAYMENT". The date on which a sinking
fund payment is to be made is referred to as the "SINKING FUND PAYMENT DATE".

      In lieu of providing funds for all or any part of any mandatory sinking
fund payment with respect to any Series of Securities, the Company at its
option:

            (a)   may deliver to the Trustee securities of such Series
      theretofore purchased or otherwise acquired (except upon redemption
      pursuant to the mandatory sinking fund)


                                       43
<PAGE>
      by the Company or receive credit for Securities of such Series (not
      previously so credited) theretofore purchased or otherwise acquired
      (except as aforesaid) by the Company and delivered to the Trustee for
      cancellation pursuant to Section 2.10;

            (b)   may receive credit for optional sinking fund payments (not
      previously so credited) made pursuant to this Section 12.05; or

            (c)   may receive credit for Securities of such Series (not
      previously so credited) redeemed by the Company through any optional
      redemption provision contained in the terms of such Series.

Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

      On or before the forty-fifth day next preceding each sinking fund payment
date for any Series of Securities, the Company will deliver to the Trustee a
written statement (which need not contain the statements required by Section
11.05) signed by an authorized officer of the Company which will:

            (a)   specify the portion of the mandatory sinking fund payment to
      be satisfied by delivery of funds, except as otherwise specified pursuant
      to Section 2.03 for the Securities of such Series, and the portion to be
      satisfied by delivery or credit of Securities of such Series;

            (b)   state that none of the Securities of such Series for which
      credit is sought has theretofore been so credited;

            (c)   state that no defaults in the payment of interest or Events of
      Default with respect to such Series have occurred (which have not been
      waived or cured) and are continuing;

            (d)   state whether or not the Company intends to exercise its right
      to make an optional sinking fund payment with respect to such Series and,
      if so, specifying the amount of such optional sinking fund payment which
      the Company intends to pay on or before the next succeeding sinking fund
      payment date; and

            (e)   specify such sinking fund payment date.

      Any Securities of such Series to be credited and required to be delivered
on the Trustee in order for the Company to be entitled to credit therefor that
have not previously been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.10 to the Trustee with such written
statement. Such written statement shall be irrevocable. Upon its receipt by the
Trustee the Company shall become unconditionally obligated to make all the
payments, if any, therein referred to on or before the next succeeding sinking
fund payment date. Failure of the Company, on or before any such forty-fifth
day, to deliver such written statement and Securities specified in this
paragraph, if any, shall not constitute a default but shall constitute, on and
as of such date, the irrevocable election of the Company (i) that the mandatory
sinking fund payment for such Series due on the next succeeding sinking fund
payment date shall be paid entirely in funds


                                       44
<PAGE>
without the option to deliver or credit Securities of such Series in respect
thereof and (ii) that the Company will make no optional sinking fund payment
with respect to such Series as provided in this Section 12.05.

      If the sinking fund payment or payments (mandatory or optional or both) to
be made in funds on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in funds shall exceed
$100,000 (or a lesser amount if the Company shall so request) with respect to
the Securities of any particular Series, such funds shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
Series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $100,000 or less and the
Company makes no such request then it shall be carried over until an amount in
excess of $100,000 is available. The Trustee shall select, in the manner
provided in Section 12.02 and giving effect to any exclusions required pursuant
to Section 12.04, for redemption on such sinking fund payment date a sufficient
principal amount of Securities of such Series to absorb, as nearly as may be
possible, such funds and shall inform the Company of the serial numbers of the
Securities of such Series (or portions thereof) so selected. The Trustee, in the
name and at the expense of the Company, shall cause notice of redemption of the
Securities of such Series to be given in substantially the manner provided in
Section 12.02 for the redemption of Securities of such Series. The amount of any
sinking fund payments not so applied or allocated to the redemption of
Securities of such Series shall be added to the next sinking fund payment for
such Series and, together with such payment, shall be applied in accordance with
the provisions of this Section 12.05. Any and all sinking fund amounts held on
the stated maturity date of the Securities of any particular Series (or earlier,
if such maturity is accelerated) that are not held for the payment or redemption
of particular Securities of such Series shall be applied, together with other
amounts, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such Series at maturity.

      Unless otherwise specified pursuant to Section 2.03, not later than the
sinking fund payment date, the Company shall have paid to the Trustee or shall
otherwise provide funds available on such date for the payment of all principal
and interest accrued to the date fixed for redemption on Securities to be
redeemed on such sinking fund payment date.

      The Trustee shall not redeem or cause to be redeemed any Securities of a
Series with sinking fund amounts or mail or publish any notice of redemption of
Securities for such Series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the mailing or publication of notice of
redemption of any Securities previously shall have been made, the Trustee shall
redeem or cause to be redeemed such Securities; provided that it shall have
received from the Company amounts sufficient for such redemption. Except as
aforesaid, any amounts in the sinking fund for such Series at the time when any
such default or Event of Default shall occur, and any amounts thereafter paid
into the sinking fund, during the continuance of such default or Event of
Default, shall be deemed to have been collected under Article 5 and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.09 or the default cured on or before the
sixtieth day preceding the sinking fund payment date in any year, such amounts
thereafter shall be applied on the next succeeding


                                       45
<PAGE>
sinking fund payment date in accordance with this Section 12.05 to the
redemption of such Securities.

      SECTION 12.06. Repayment at the Option of the Holders. Securities of any
Series that are repayable at the option of the Holders before their stated
maturity shall be repaid in accordance with the terms of the Securities of such
Series.

      The repayment of any principal amount of Securities pursuant to such
option of the Holder to require repayment of Securities before their stated
maturity, for purposes of Section 10.01, shall not operate as a payment,
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the Company, at its option, shall deliver or surrender the same
to the Trustee with a directive that such Securities be cancelled.

      SECTION 12.07. Conversion Arrangement on Call for Redemption. In
connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities called for redemption by an agreement
with one or more investment bankers or other purchasers to purchase such
Securities by paying to the Trustee or the Paying Agent in trust for the Holders
of Securities, on or before 10:00 a.m. New York time on the redemption date, an
amount not less than the redemption price, together with interest, if any,
accrued to the redemption date of such Securities, in immediately available
funds. Notwithstanding anything to the contrary contained in this Article 12,
the obligation of the Company to pay the redemption price of such Securities,
including all accrued interest, if any, shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers. If such an
agreement is entered into, any Securities not duly surrendered for conversion by
the Holders thereof, at the option of the Company, may be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such Holders and
surrendered by such purchasers for conversion, all as of immediately prior to
the close of business on the last day on which such Securities called for
redemption may be converted in accordance with this Indenture and the terms of
such Securities, subject to payment to the Trustee or Paying Agent of the
above-described amount. The Trustee or the Paying Agent shall hold and pay to
the Holders whose Securities are selected for redemption any such amount paid to
it in the same manner as it would pay funds deposited with it by the Company for
the redemption of Securities. Without the Trustee's and the Paying Agent's prior
written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect any
of the powers, duties, responsibilities or obligations of the Trustee and the
Paying Agent as set forth in this Indenture. The Company agrees to indemnify the
Trustee and the Paying Agent from, and hold them harmless against, any loss,
liability or expense arising out of or in connection with any such arrangement
for the purchase and conversion of any Securities between the Company and such
purchasers, including the reasonable costs and expenses incurred by the Trustee
and the Paying Agent in the defense of any claim or liability arising out of or
in connection with the exercise or performance of any of their powers, duties,
responsibilities or obligations under this Indenture.

                                   ARTICLE 13
                            CONVERSION OF SECURITIES

      SECTION 13.01. Applicability of Article. Securities of any Series that are
convertible into Common Shares at the option of the Holder of such Securities
shall be convertible in


                                       46
<PAGE>
accordance with their terms and, unless otherwise specified as contemplated by
Section 2.03 for the Securities of any Series, in accordance with this Article
13. Each reference in this Article 13 to "a Security" or "the Securities" refers
to the Securities of the particular Series that is convertible into Common
Shares. If more than one Series of Securities with conversion privileges are
Outstanding at any time, the provisions of this Article 13 shall be applied
separately to each such Series.

      SECTION 13.02. Right of Holders to Convert Securities into Common Shares.
Subject to the provisions of Section 12.07 and this Article 13, at the option of
the Holder thereof, any Security of any Series that is convertible into Common
Shares, or any portion of the principal amount thereof which is $1,000 or any
integral multiple of $1,000, may be converted into duly authorized, validly
issued, fully paid and nonassessable Common Shares at any time during the period
specified in the Securities of such Series, or in case such Security or portion
thereof shall have been called for redemption, then in respect of such Security
or portion thereof until (unless the Company shall default in payment due upon
the redemption thereof) the close of business on the redemption date (except
that in the case of repayment at the option of the Holder, if specified in the
terms of the relevant Security, such right shall terminate upon the Company's
receipt of written notice of the exercise of such option), as specified in
such Security, at the conversion price or conversion rate for each $1,000
principal amount of Securities (such initial conversion rate reflecting an
initial conversion price specified in such Security) in effect on the conversion
date, or, in case an adjustment in the conversion price has taken place pursuant
to the provisions of this Article 13, then at the applicable conversion price as
so adjusted, upon surrender of the Security or Securities, the principal amount
of which is so to be converted, to the Company at any time during usual business
hours at the office or agency to be maintained by it in accordance with the
provisions of Section 3.02, accompanied by a written notice of election to
convert as provided in Section 13.03. If the Holder requests that the Common
Shares be registered in a name other than that of the Holder, such notice also
shall be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and/or the Trustee, as applicable, duly executed by
the Holder thereof or his attorney duly authorized in writing. All Securities
surrendered for conversion shall, if surrendered to the Company or any
conversion agent, be delivered to the Trustee for cancellation and cancelled by
it, or shall, if surrendered to the Trustee, be cancelled by it, as provided in
Section 2.10.

      The initial conversion price or conversion rate in respect of a Series of
Securities shall be as specified in the Securities of such Series. The
conversion price or conversion rate will be subject to adjustment on the terms
set forth in Section 13.05 or such other or different terms, if any, as may be
specified by Section 2.03 for Securities of such Series. Provisions of this
Indenture that apply to conversion of all of a Security also apply to conversion
of any portion of such Security.

      SECTION 13.03. Issuance of Common Shares on Conversions. As promptly as
practicable after the surrender, as herein provided, of any Security or
Securities for conversion into Common Shares, the Company shall deliver or cause
to be delivered at the office or agency to be maintained by it in accordance
with the provisions of Section 3.02 to or upon the written order of the Holder
of the Security or Securities so surrendered a certificate or certificates
representing the number of duly authorized, validly issued, fully paid and
nonassessable Common Shares into which such Security or Securities may be
converted in accordance with the


                                       47

<PAGE>
terms thereof and the provisions of this Article 13. Prior to delivery of such
certificate or certificates, the Company shall require written notice at its
said office or agency from the Holder of the Security or Securities so
surrendered stating that the Holder irrevocably elects to convert such Security
or Securities, or, if less than the entire principal amount thereof is to be
converted, stating the portion thereof to be converted. Such notice shall also
state the name or names (with address and social security or other taxpayer
identification number) in which said certificate or certificates are to be
issued. Such conversion shall be deemed to have been made at the time that such
Security or Securities shall have been surrendered for conversion and such
notice shall have been received by the Company or the Trustee and such
conversion shall be at the conversion price in effect at such time. The rights
of the Holder of such Security or Securities as a Holder shall cease at such
time, and the Person or Persons entitled to receive the Common Shares upon
conversion of such Security or Securities shall be treated for all purposes as
having become either record holder or holders of such Common Shares at such
time. In the case of any Security of any Series that is converted in part only,
upon such conversion the Company shall execute and, upon the Company's request
and at the Company's expense, the Trustee or an authenticating agent shall
authenticate and deliver to the Holder thereof, as requested by such Holder, a
new Security or Securities of such Series of authorized denominations in
aggregate principal amount equal to the unconverted portion of such Security.

      If the last day on which such Security may be converted is not a Business
Day in a place where the conversion agent for that Security is located, such
Security may be surrendered to that conversion agent on the next succeeding day
that is a Business Day.

      The Company shall not be required to deliver certificates for Common
Shares upon conversion while its stock transfer books are closed for a meeting
of shareholders or for the payment of dividends or for any other purpose, but
certificates for Common Shares shall be delivered as soon as the stock transfer
books shall again be opened.

      SECTION 13.04. No Payment or Adjustment for Interest or Dividends. Unless
otherwise specified as contemplated by Section 2.03 for Securities of such
Series, Securities surrendered for conversion into Common Shares during the
period from the close of business on any regular record date or special record
date next preceding any interest payment date to the opening of business on such
interest payment date (except Securities called for redemption on a redemption
date within such period) when surrendered for conversion must be accompanied by
payment (by certified or official bank check to the order of the Company payable
in clearing house funds at the location where the Securities are surrendered) of
an amount equal to the interest thereon which the Holder is entitled to receive
on such interest payment date. Payment of interest shall be made, on such
interest payment date or such other payment date (as set forth in Section 2.07),
as the case may be, to the Holder of the Securities as of such regular record
date or special record date, as applicable. Except where Securities surrendered
for conversion must be accompanied by payment as described above, no interest on
converted Securities will be payable by the Company on any interest payment date
subsequent to the date of conversion. No other payment or adjustment for
interest or dividends is to be made upon conversion. Notwithstanding the
foregoing, upon conversion of any Original Issue Discount Security, the fixed
number of Common Shares into which such Security is convertible delivered by the
Company to the Holder thereof shall be applied, first, to the portion
attributable to the accrued original issue discount relating to the period from
the date of issuance to the date of conversion


                                       48
<PAGE>
of such Security, and, second, to the portion attributable to the balance of the
principal amount of such Security.

      SECTION 13.05. Adjustment of Conversion Price. Unless otherwise specified
as contemplated by Section 2.03 for Securities of such Series, the conversion
price for Securities convertible into Common Shares shall be adjusted from time
to time as follows:

            (a)   If the Company shall (x) pay a dividend or make a distribution
      on Common Shares in Common Shares, (y) subdivide the outstanding Common
      Shares into a greater number of shares or (z) combine the outstanding
      Common Shares into a smaller number of shares, the conversion price for
      the Securities of such Series shall be adjusted so that the Holder of any
      such Security thereafter surrendered for conversion shall be entitled to
      receive the number of Common Shares that such Holder would have owned or
      have been entitled to receive after the happening of any of the events
      described above had such Security been converted immediately prior to the
      record date in the case of a dividend or the effective date in the case of
      subdivision or combination. An adjustment made pursuant to this Section
      13.05(a) shall become effective immediately after the record date in the
      case of a dividend, except as provided in Section 13.05(h), and shall
      become effective immediately after the effective date in the case of a
      subdivision or combination.

            (b)   If the Company shall issue rights or warrants to all holders
      of Common Shares entitling them (for a period expiring within 45 days
      after the record date mentioned below) to subscribe for or purchase Common
      Shares at a price per share less than the current market price per share
      of Common Shares (as defined for purposes of this Section 13.05(b) in
      Section 13.05(e)), at the record date for the determination of
      shareholders entitled to receive such rights or warrants, the conversion
      price in effect immediately prior thereto shall be adjusted so that the
      same shall equal the price determined by multiplying the conversion price
      in effect immediately prior to such record date by a fraction, the
      numerator of which shall be the number of Common Shares outstanding on
      such record date plus the number of Common Shares which the aggregate
      offering price of the total number of Common Shares so offered would
      purchase at such current market price, and the denominator of which shall
      be the number of Common Shares outstanding on such record date plus the
      number of additional Common Shares receivable upon exercise of such rights
      or warrants. Such adjustment shall be made successively whenever any such
      rights or warrants are issued, and shall become effective immediately,
      except as provided in Section 13.05(h), after such record date. In
      determining whether any rights or warrants entitle the Holders of the
      Securities of such Series to subscribe for or purchase Common Shares at
      less than such current market price, and in determining the aggregate
      offering price of such Common Shares, there shall be taken into account
      any consideration received by the Company for such rights or warrants plus
      the exercise price thereof, the value of such consideration or exercise
      price, as the case may be, if other than cash, to be determined by the
      Board of Directors.

            (c)   If the Company shall distribute to all holders of Common
      Shares any shares of capital stock of the Company (other than Common
      Shares) or evidences of its indebtedness or assets (excluding cash
      dividends or distributions paid from retained


                                       49
<PAGE>
      earnings of the Company) or rights or warrants to subscribe for or
      purchase any of its securities (excluding those rights or warrants
      referred to in Section 13.05(b)) (any of the foregoing being herein in
      this Section 13.05(c) called the "SPECIAL SECURITIES"), the conversion
      price shall be adjusted as provided in the next sentence unless the
      Company elects to reserve such Special Securities for distribution to the
      Holders of Securities of such Series upon the conversion so that any such
      Holder converting such Securities will receive upon such conversion, in
      addition to the Common Shares to which such Holder is entitled, the amount
      and kind of Special Securities which such Holder would have received if
      such Holder had, immediately prior to the record date for the distribution
      of the Special Securities, converted Securities into Common Shares. The
      conversion price, as adjusted, shall equal the price determined by
      multiplying the conversion price in effect immediately prior to such
      record date by a fraction the numerator of which shall be the current
      market price per share (as defined for purposes of this Section 13.05(c)
      in Section 13.05(e)) of Common Shares on the record date mentioned above
      less the then fair market value (as determined by the Board of Directors,
      whose determination shall, if made in good faith, be conclusive) of the
      portion of the Special Securities so distributed applicable to one Common
      Share, and the denominator of which shall be the current market price per
      Common Shares (as defined in Section 13.05(e)). In the event the then fair
      market value (as so determined) of the portion of the Special Securities
      so distributed applicable to one Common Share is equal to or greater than
      the current market price per Common Share (as defined in Section 13.05(e))
      on the record date mentioned above, in lieu of the foregoing adjustment,
      adequate provision shall be made so that each Holder of Securities of such
      Series shall have the right to receive the amount and kind of Special
      Securities such holder would have received had he converted such
      Securities immediately prior to the record date for the distribution of
      the Special Securities. Such adjustment shall become effective
      immediately, except as provided in Section 13.05(h), after the record date
      for the determination of shareholders entitled to receive such
      distribution.

            (d)   If, pursuant to Section 13.05(b) or 13.05(c), the conversion
      price shall have been adjusted because the Company has declared a
      dividend, or made a distribution, on the outstanding Common Shares in the
      form of any right or warrant to purchase securities of the Company, or the
      Company has issued any such right or warrant, then, upon the expiration of
      any such unexercised right or unexercised warrant, the conversion price
      shall forthwith be adjusted to equal the conversion price that would have
      applied had such right or warrant never been declared, distributed or
      issued.

            (e)   For the purpose of any computation under Section 13.05(b), the
      current market price per Common Share on any date shall be deemed to be
      the average of the reported last sales prices for the 30 consecutive
      Trading Days (as defined below) commencing 45 Trading Days before the date
      in question. For the purpose of any computation under Section 13.05(c),
      the current market price per Common Share on any date shall be deemed to
      be the average of the reported last sales prices for the ten consecutive
      Trading Days before the date in question. The reported last sales price
      for each day (whether for purposes of Section 13.05(b) or 13.05(c)) shall
      be the reported last sales price, regular way, or, in case no sale takes
      place on such day, the average of the reported closing bid and asked
      prices, regular way, in either case as reported on the New York Stock
      Exchange Composite Tape or, if the Common Shares are not listed or


                                       50
<PAGE>
      admitted to trading on the New York Stock Exchange, on the principal
      national securities exchange on which the Common Shares are listed or
      admitted to trading or, if not listed or admitted to trading on any
      national securities exchange, on the Nasdaq National Market or, if the
      Common Shares are not quoted on the Nasdaq National Market, the average of
      the closing bid and asked prices on such day in the over-the-counter
      market as furnished by any New York Stock Exchange member firm regularly
      making a market in the Common Shares selected for such purpose by the
      Board of Directors or, if no such quotations are available, the fair
      market value of the Common Shares as determined by a New York Stock
      Exchange member firm regularly making a market in the Common Shares
      selected for such purpose by the Board of Directors. As used herein, the
      term "TRADING DAY" with respect to the Common Shares means (x) if the
      Common Shares are listed or admitted for trading on the New York Stock
      Exchange or another national securities exchange, a day on which the New
      York Stock Exchange or such other national securities exchange is open for
      business, (y) if the Common Shares are quoted on the Nasdaq National
      Market, a day on which trades may be made on the Nasdaq National Market or
      (z) otherwise, any day other than a Saturday or Sunday or a day on which
      banking institutions in the State of New York are authorized or obligated
      by law or executive order to close.

            (f)   No adjustment in the conversion price shall be required unless
      such adjustment would require an increase or decrease of at least 1% in
      such price. Any adjustments that by reason of this Section 13.05(f) are
      not required to be made, however, shall be carried forward and taken into
      account in any subsequent adjustment. Any adjustment required to be made
      in accordance with the provisions of this Article 13 shall be made not
      later than such time as may be required in order to preserve the tax free
      nature of a distribution to the holders of Common Shares. All calculations
      under this Article 13 shall be made to the nearest cent or to the nearest
      one-one hundredth of a share, as the case may be, with one-half cent and
      one-two hundredth of a share, respectively, being rounded upward. The
      Company shall be entitled to make such reductions in the conversion price,
      in addition to those required by this Section 13.05, as it in its
      discretion shall determine to be advisable in order that any stock
      dividend, subdivision of shares, distribution of rights or warrants to
      purchase stock or securities or distribution of other assets (other than
      cash dividends) made by the Company to its shareholders shall not be
      taxable.

            (g)   Whenever the conversion price is adjusted, the Company shall
      file with the Trustee, at the Corporate Trust Office of the Trustee, and
      with the office or agency maintained by the Company for the conversion of
      Securities of such Series pursuant to Section 3.02, an Officers'
      Certificate, setting forth the conversion price after such adjustment and
      setting forth a brief statement of the facts requiring such adjustment,
      which certificate shall be conclusive evidence of the correctness of such
      adjustment. Neither the Trustee nor any conversion agent shall be under
      any duty or responsibility with respect to any such certificate or any
      facts or computations set forth therein, except to exhibit said
      certificate from time to time to any Holder of a Security of such Series
      desiring to inspect the same. The Company shall promptly cause a notice
      setting forth the adjusted conversion price to be mailed to the Holders of
      Securities of such Series, as their names and addresses appear upon the
      Security register.


                                       51
<PAGE>
            (h)   In any case in which this Section 13.05 provides that an
      adjustment shall become effective immediately after a record date for an
      event, the Company may defer until the occurrence of such event (y)
      issuing to the Holder of any Security of such Series converted after such
      record date and before the occurrence of such event the additional Common
      Shares issuable upon such conversion by reason of the adjustment required
      by such event over and above the Common Shares issuable upon such
      conversion before giving effect to such adjustment and (z) paying to such
      holder any amount in cash in lieu of any fractional Common Shares pursuant
      to Section 13.06.

      SECTION 13.06. No Fractional Shares to Be Issued. No fractional Common
Shares shall be issued upon any conversion of Securities. If more than one
Security of any Series shall be surrendered for conversion at one time by the
same Holder, the number of full Common Shares which shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate principal
amount of the Securities of such Series (or specified portions thereof to the
extent permitted hereby) so surrendered. Instead of a fraction of a Common Share
which would otherwise be issuable upon conversion of any Security or Securities
(or specified portions thereof), the Company shall pay a cash adjustment
(computed to the nearest cent, with one-half cent being rounded upward) in
respect of such fraction of a share in an amount equal to the same fractional
interest of the reported last sales price (as defined in Section 13.05(e)) of
the Common Shares on the Trading Day (as defined in Section 13.05(e)) next
preceding the day of conversion.

      SECTION 13.07. Preservation of Conversion Rights upon Consolidation,
Merger, Sale or Conveyance. In case of any consolidation of the Company with, or
merger of the Company into, any other corporation (other than a consolidation or
merger in which the Company is the surviving corporation), or in the case of any
sale or transfer of all or substantially all of the assets of the Company, the
corporation formed by such consolidation or the corporation into which the
Company shall have been merged or the corporation which shall have acquired such
assets, as the case may be, shall execute and deliver to the Trustee a
supplemental indenture in accordance with the provisions of Articles 8 and 9 as
they relate to supplemental indentures, providing that the Holder of each
Outstanding Security that was convertible into Common Shares shall have the
right thereafter to convert such Security into the kind and amount of shares of
stock and other securities and property, including cash, receivable upon such
consolidation, merger, sale or transfer by a holder of the number of Common
Shares into which such Securities might have been converted immediately prior to
such consolidation, merger, sale or transfer. Such supplemental indenture shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article 13. Neither the
Trustee nor any conversion agent shall have any liability or responsibility for
determining the correctness of any provision contained in any such supplemental
indenture relating either to the kind or amount of shares of stock or other
securities or property receivable by Holders of the Securities upon the
conversion of their Securities after any such consolidation, merger, sale or
transfer, or to any adjustment to be made with respect thereto and, subject to
the provisions of Section 313 of the Trust Indenture Act, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, an Officers' Certificate with respect thereto and an
Opinion of Counsel with respect to legal matters related thereto. If in the case
of any such consolidation, merger, sale or transfer, the stock or other
securities and property receivable by a Holder of the Securities includes stock
or other securities and property of a corporation other than the successor or
purchasing corporation, then such supplemental indenture shall also


                                       52
<PAGE>
be executed by such other corporation and shall contain such additional
provisions to protect the interests of the Holders of the Securities as the
Board of Directors shall reasonably consider necessary. The above provisions of
this Section 13.07 shall similarly apply to successive consolidations, mergers,
sales or transfers.

      SECTION 13.08. Notice to Holders of the Securities of a Series Prior to
Taking Certain Types of Action. With respect to the Securities of any Series, in
case:

            (a)   the Company shall authorize the issuance to all holders of
      Common Shares of rights or warrants to subscribe for or purchase shares of
      its capital stock or of any other right;

            (b)   the Company shall authorize the distribution to all holders of
      Common Shares of evidences of indebtedness or assets (except for cash
      dividends or distributions paid from retained earnings of the Company);

            (c)   of any subdivision or combination of Common Shares or of any
      consolidation or merger to which the Company is a party and for which
      approval by the shareholders of the Company is required, or of the sale or
      transfer of all or substantially all of the assets of the Company; or

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

the Company shall cause to be filed with the Trustee and at the office or agency
maintained for the purpose of conversion of Securities of such Series pursuant
to Section 3.02, and shall cause to be mailed to the Holders of Securities of
such Series at their last addresses as they shall appear on the Security
register, at least ten days prior to the applicable record date hereinafter
specified, a notice stating (i) the date as of which the holders of Common
Shares to be entitled to receive any such rights, warrants or distribution are
to be determined, or (ii) the date on which any such subdivision, combination,
consolidation, merger, sale, transfer, dissolution, liquidation, winding up or
other action is expected to become effective, and the date as of which it is
expected that holders of record of Common Shares shall be entitled to exchange
their Common Shares for securities or other property, if any, deliverable upon
such subdivision, combination, consolidation, merger, sale, transfer,
dissolution, liquidation, winding up or other action. The failure to give the
notice required by this Section 13.08 or any defect therein shall not affect the
legality or validity of any distribution, right, warrant, subdivision,
combination, consolidation, merger, sale, transfer, dissolution, liquidation,
winding up or other action, or the vote upon any of the foregoing.

      SECTION 13.09. Covenant to Reserve Shares for Issuance on Conversion of
Securities. The Company at all times will reserve and keep available out of each
class of its authorized Common Shares, free from preemptive rights, solely for
the purpose of issue upon conversion of Securities of any Series as herein
provided, such number of Common Shares as shall then be issuable upon the
conversion of all Outstanding Securities of such Series. The Company covenants
that all Common Shares which shall be so issuable, when issued or delivered,
shall be duly and validly issued Common Shares into which Securities of such
Series


                                       53
<PAGE>
are convertible, and shall be fully paid and nonassessable, free of all liens
and charges and not subject to preemptive rights and that, upon conversion, the
appropriate capital stock accounts of the Company will be duly credited.

      SECTION 13.10. Compliance with Governmental Requirements. If any Common
Shares required to be reserved for purposes of conversion of Securities
hereunder require registration or listing with or approval of any governmental
authority under any Federal or State law, pursuant to the Securities Act or the
Securities Exchange Act or any national or regional securities exchange on which
the Common Shares are listed at the time of delivery of any Common Shares, the
Company will use its best efforts to cause such shares to be duly registered,
listed or approved, as the case may be, before such shares may be issued upon
conversion.

      SECTION 13.11. Payment of Taxes upon Certificates for Shares Issued upon
Conversion. The issuance of certificates for Common Shares upon the conversion
of Securities shall be made without charge to the converting Holders for any tax
(including documentary and stamp taxes) in respect of the issuance and delivery
of such certificates, and such certificates shall be issued in the respective
names of, or in such names as may be directed by, the Holders of the Securities
converted. The Company, however, shall not be required to pay any tax that may
be payable in respect of any transfer involved in the issuance and delivery of
any such certificate in a name other than that of the Holder of the Security
converted, and the Company shall not be required to issue or deliver such
certificate unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

      SECTION 13.12. Trustee's Duties with Respect to Conversion Provisions. The
Trustee and any conversion agent shall have no duty to any Holder to determine
whether any facts exist that may require any adjustment of the conversion rate,
or with respect to the nature or extent of any such adjustment when made, or
with respect to the method employed, in making the same. Neither the Trustee nor
any conversion agent shall be accountable with respect to the registration under
securities laws, listing, validity or value (or the kind or amount) of any
Common Shares, or of any other securities or property, that at any time may be
issued or delivered upon the conversion of any Security, 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 payment or to issue, transfer or deliver any Common Shares
or stock certificates or other securities or property upon the surrender of any
Security for the purpose of conversion. The Trustee and any conversion agent,
subject to the provisions of Section 313 of the Trust Indenture Act, shall not
be responsible for any failure of the Company to comply with any of the
covenants contained in this Article 13.

      SECTION 13.13. Conversion of Securities into Preferred Shares or Other
Securities. Notwithstanding anything to the contrary in this Article 13, the
Company may issue Securities that are convertible into Preferred Shares or other
securities of the Company, including Preferred Shares convertible into Common
Shares, in which case all terms and conditions relating to the conversion of
Securities into Preferred Shares or other securities, including any terms
similar to those provided in Sections 13.01 through 13.12, shall be as provided
in or pursuant to an appropriate resolution of the Board of Directors or in any
indenture supplemental hereto or as otherwise contemplated by Section 2.03.


                                       54
<PAGE>
                                   ARTICLE 14
                          SUBORDINATION OF SECURITIES

      SECTION 14.01. Securities Subordinated to Senior Indebtedness. The Company
covenants and agrees, and each Holder of Securities, by his acceptance thereof,
likewise covenants and agrees, that the indebtedness represented by the
Securities and the payment of any and all amounts payable in respect of each and
all of the Securities is expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of
Senior Indebtedness, whether outstanding on the date of this Indenture or
thereafter incurred, assumed or guaranteed.

      In the event (x) of any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company whether in
a bankruptcy, insolvency, reorganization or receivership proceeding or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of the Company or otherwise, except a distribution in connection
with a merger or consolidation or a conveyance or transfer of all or
substantially all of the properties of the Company which complies with the
requirements of Article 9, (y) that a default shall have occurred and be
continuing with respect to the payment of any amount payable in respect of any
Senior Indebtedness or (z) that the principal of the Securities of any Series
shall have been declared due and payable pursuant to Section 5.01 and such
declaration shall not have been rescinded and annulled as provided in Section
5.01, then:

            (a)   in a circumstance described in the foregoing clause (x) or (y)
      the holders of all Senior Indebtedness, and in the circumstance described
      in the foregoing clause (z) the holders of all Senior Indebtedness the
      principal of which shall have been so declared due and payable, shall
      first be entitled to receive payment of the full amount due thereon, or
      provision shall be made for such payment, before the Holders of any of the
      Securities are entitled to receive any payment in respect of the
      indebtedness evidenced by the Securities;

            (b)   any payment by, or distribution of assets of, the Company of
      any kind or character, whether in cash, property or securities (other than
      securities of the Company as reorganized or readjusted or securities of
      the Company or any other corporation provided for by a plan of
      reorganization or readjustment the payment of which is subordinate, at
      least to the extent provided in this Article 14 with respect to the
      Securities, to the payment of all Senior Indebtedness, provided that the
      rights of the holders of the Senior Indebtedness are not altered by such
      reorganization or readjustment), to which the Holders of any of the
      Securities would be entitled except for the provisions of this Article 14
      shall be paid or delivered by the person making such payment or
      distribution, whether a trustee in bankruptcy, a receiver or liquidating
      trustee or otherwise, directly to the holders of such Senior Indebtedness
      or their representative or representatives or to the trustee or trustees
      under any indenture under which any instrument evidencing any of such
      Senior Indebtedness may have been issued, ratably according to the
      aggregate amounts remaining unpaid on account of such Senior Indebtedness
      held or represented by each, to the extent necessary to make payment in
      full of all Senior Indebtedness remaining unpaid after giving effect to
      any concurrent payment or distribution (or provision therefor) to the
      holders of such Senior Indebtedness, before any payment or


                                       55
<PAGE>
      distribution is made to the Holders of the indebtedness evidenced by the
      Securities under this Indenture; and

            (c)   in the event that, notwithstanding the foregoing, any payment
      by, or distribution of assets of, the Company of any kind or character,
      whether in cash, property or securities (other than securities of the
      Company as reorganized or readjusted or securities of the Company or any
      other corporation provided for by a plan of reorganization or readjustment
      the payment of which is subordinate, at least to the extent provided in
      this Article 14 with respect to the Securities, to the payment of all
      Senior Indebtedness, provided that the rights of the holders of Senior
      Indebtedness are not altered by such reorganization or readjustment),
      shall be received by the Holders of any of the Securities before all
      Senior Indebtedness is paid in full, such payment or distribution shall be
      paid over to the holders of such Senior Indebtedness or their
      representative or representatives or to the trustee or trustees under any
      indenture under which any instruments evidencing any of such Senior
      Indebtedness may have been issued, ratably as aforesaid, for application
      to the payment of all Senior Indebtedness remaining unpaid until all such
      Senior Indebtedness shall have been paid in full, after giving effect to
      any concurrent payment or distribution (or provision therefor) to the
      holders of such Senior Indebtedness.

      SECTION 14.02. Subrogation. Subject to the payment in full of all Senior
Indebtedness to which the indebtedness evidenced by the Securities is in the
circumstances subordinated as provided in Section 14.01, the Holders of the
Securities shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to such Senior Indebtedness until all
amounts owing on the Securities shall be paid in full. As between the Company,
its creditors other than holders of such Senior Indebtedness and the Holders of
the Securities, no such payment or distribution made to the holders of such
Senior Indebtedness by virtue of this Article 14 which otherwise would have been
made to the Holders of the Securities shall be deemed to be a payment by the
Company on account of such Senior Indebtedness, it being understood that the
provisions of this Article 14 are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities, on the one hand,
and the holders of Senior Indebtedness.

      SECTION 14.03. Obligation of the Company Unconditional. Nothing contained
in this Article 14 or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as between the Company, its creditors other than
the holders of Senior Indebtedness, and the Holders of the Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders of the Securities the principal of and interest on and any additional
amounts owing in respect of the Securities as and when the same shall become due
and payable in accordance with their terms, or is intended to or shall affect
the relative rights of the Holders of the Securities and creditors of the
Company other than the holders of Senior Indebtedness nor shall anything herein
or therein prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article 14 of the holders
of Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.


                                       56
<PAGE>
      Upon any payment or distribution of assets of the Company referred to in
this Article 14, the Trustee and the Holders of the Securities shall be entitled
to rely upon any order or decree made by any court of competent jurisdiction in
which any such dissolution, winding up, liquidation or reorganization proceeding
affecting the affairs of the Company is pending or upon a certificate of the
trustee in bankruptcy, receiver, assignee for the benefit of creditors,
liquidating trustee or agent or other person making any payment or distribution,
delivered to the Trustee or to the Holders of the Securities, 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 paid or
distributed thereon and all other facts pertinent thereto or to this Article 14.

      SECTION 14.04. Payments on Securities Permitted. Nothing contained in this
Article 14 or elsewhere in this Indenture, or in any of the Securities, shall
affect the obligation of the Company to make, or prevent the Company from
making, payment of the principal of or interest on or any additional amounts
owing in respect of the Securities in accordance with the provisions hereof and
thereof, except as otherwise provided in this Article 14.

      SECTION 14.05. Effectuation of Subordination by Trustee. Each Holder of
Securities, by his acceptance thereof, authorizes and directs the Trustee in his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article 14 and appoints the Trustee his
attorney-in-fact for any and all such purposes.

      SECTION 14.06. Knowledge of Trustee. Notwithstanding the provisions of
this Article 14 or any other provisions of this Indenture, the Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and
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, or the taking of any
other action by the Trustee, unless and until the Trustee shall have received
written notice thereof from the Company, any Holder of Securities, any paying or
conversion agent of the Company or the holder or representative of any class of
Senior Indebtedness. If the Trustee shall not have received the notice provided
for in this Section 14.06 at least three Business Days prior to the date upon
which, by the terms hereof, any amounts may become payable for any purpose
(including the payment of the principal of or interest on, or additional amounts
owing in respect of, any Security) then, anything herein contained to the
contrary notwithstanding, the Trustee shall have all power and authority to
receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it during or after such three Business Day period.

      SECTION 14.07. Trustee May Hold Senior Indebtedness. The Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article 14 with respect to any Senior Indebtedness at the time held by it, to
the same extent as any other holder of Senior Indebtedness, and nothing in
Section 313 of the Trust Indenture Act or elsewhere in this Indenture shall
deprive the Trustee of any of its rights as such holder.

      Nothing in this Article 14 shall subordinate any claims of, or payments
to, the Trustee pursuant to Section 6.07 to Senior Indebtedness.


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<PAGE>
      SECTION 14.08. Rights of Holders of Senior Indebtedness Not Impaired. No
right of any present or future holder of any Senior Indebtedness to enforce the
subordination herein shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or by any non-compliance
by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

      SECTION 14.09. Default in Senior Indebtedness.

            (a)   Subject to Section 14.09(b), upon the happening of any event
      of default with respect to any Senior Indebtedness, as such event of
      default is defined in the instrument under which the Senior Indebtedness
      is outstanding, the holders of the Senior Indebtedness, directly or
      indirectly, may demand by giving written notice to the Company and the
      Trustee that, until such event of default shall have been cured or waived
      or shall have ceased to exist, the Company be prohibited from:

                  (i)   exercising any right of redemption with respect to the
            Securities of any Series pursuant to Article 12;

                  (ii)  making any payments with respect to the redemption of
            the Securities of any Series that were called for redemption
            pursuant to Article 12 prior to the happening of an event of default
            with respect to any Senior Indebtedness;

                  (iii) making any payment with respect to the principal of and
            interest on the Securities of any Series or as a sinking fund
            payment pursuant to Article 12; and

                  (iv)  making any payment with respect to the repayment of the
            Securities of any Series at the option of the Holders pursuant to
            Section 12.06.

            (b)   If the holders of the Senior Indebtedness, directly or
      indirectly, fail to demand the rights provided in Section 14.09(a) within
      90 days of the happening of an event of default with respect to such
      Senior Indebtedness they shall be deemed to have waived such rights with
      respect to such event of default; provided, however, that such waiver
      shall not affect the ability of the holders of the Senior Indebtedness to
      demand such rights upon the happening of any other event of default.

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

                                               HORACE MANN EDUCATORS CORPORATION

                                               By:  ____________________________
                                                    Name:
                                                    Title:

                                               [TRUSTEE]


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<PAGE>
                                               By:  ____________________________
                                                    Name:
                                                    Title:


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