<PAGE>

                                                                    Exhibit 4.03

================================================================================

                            ITT HARTFORD GROUP, INC.

                                       to

                 THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)

                                     TRUSTEE

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

                                SENIOR INDENTURE

                          DATED AS OF OCTOBER 20, 1995

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

================================================================================

<PAGE>


                            ITT HARTFORD GROUP, INC.

                  Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including 317
which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended
by the Trust Reform Act of 1990, are a part of and govern the Indenture whether
or not physically contained therein) and the Senior Indenture, dated as of
October 20, 1995

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                            Indenture Section
---------------------------                                                            -----------------
<S>                                                                                    <C>
Section 310 (a)(1), (2) and (5).................................................                   609
            (a)(3)..............................................................        Not Applicable
            (a)(4)..............................................................        Not Applicable
            (b).................................................................                   608
            ....................................................................                   610
            (c).................................................................        Not Applicable
Section 311 (a).................................................................                 613(a)
            (b).................................................................                 613(b)
            (b)(2)..............................................................              703(a)(2)
            ....................................................................              703(a)(2)
Section 312 (a).................................................................                   701
            ....................................................................                 702(a)
            (b).................................................................                 702(b)
            (c).................................................................                 702(c)
Section 313 (a).................................................................                 703(a)
            (b).................................................................                 703(b)
            (c).................................................................         703(a), 703(b)
            (d).................................................................                 703(c)
Section 314 (a)(1), (2) and (3).................................................                   704
            (a)(4)..............................................................                  1006
            (b).................................................................        Not Applicable
            (c)(1)..............................................................                   102
            (c)(2)..............................................................                   102
            (c)(3)..............................................................        Not Applicable
            (d).................................................................        Not Applicable
            (e).................................................................                   102
            (f).................................................................        Not Applicable
Section 315 (a).................................................................                 601(a)
            (b).................................................................                   602
            ....................................................................              703(a)(6)
            (c).................................................................                 601(b)
            (d).................................................................                 601(c)
            (d)(1)..............................................................              601(a)(1)
            (d)(2)..............................................................              601(c)(2)
            (d)(3)..............................................................              601(c)(3)
            (e).................................................................                   514
Section 316 (a).................................................................                   101
            (a)(1)(A)...........................................................                   512
            (a)(1)(B)...........................................................                   513
            (a)(2)..............................................................        Not Applicable
            (b).................................................................                   508
            (c).................................................................                 104(f)
Section 317 (a)(1)..............................................................                   503
            (a)(2)..............................................................                   504
            (b).................................................................                  1003
Section 318 (a).................................................................                   107
</TABLE>

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



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                   <C>
                                                   ARTICLE ONE
                              DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.          Definitions.................................................................     1
SECTION 102.          Compliance Certificate and Opinions.........................................     8
SECTION 103.          Forms of Documents Delivered to Trustee.....................................     9
SECTION 105.          Notices, Etc. to Trustee and Company.......................... .............    10
SECTION 106.          Notice to Holders; Waiver...................................................    11
SECTION 107.          Conflict With Trust Indenture Act...........................................    11
SECTION 108.          Effect of Headings and Table of Contents....................................    11
SECTION 109.          Successors and Assigns......................................................    11
SECTION 110.          Separability Clause.........................................................    12
SECTION 111.          Benefits of Indenture.......................................................    12
SECTION 112.          Governing Law...............................................................    12
SECTION 113.          Non-Business Days...........................................................    12

                                                  ARTICLE TWO
                                                 SECURITY FORMS

SECTION 201.          Forms Generally.............................................................    12
SECTION 202.          Form of Face of Security....................................................    13
SECTION 203.          Form of Reverse of Security.................................................    15
SECTION 204.          Additional Provisions Required in Global Security...........................    19
SECTION 205.          Form of Trustee's Certificate of Authentication.............................    19

                                                  ARTICLE THREE
                                                 THE SECURITIES

SECTION 301.          Title and Terms.............................................................    19
SECTION 302.          Denominations...............................................................    22
SECTION 303.          Execution, Authentication, Delivery and Dating..............................    22
SECTION 304.          Temporary Securities........................................................    23
SECTION 305.          Registration, Transfer and Exchange.........................................    24
SECTION 306.          Mutilated, Destroyed, Lost and Stolen Securities............................    25
SECTION 307.          Payment of Interest; Interest Rights Preserved..............................    26
SECTION 308.          Persons Deemed Owners.......................................................    28
SECTION 309.          Cancellation................................................................    28
SECTION 310.          Computation of Interest.....................................................    28

                                                  ARTICLE FOUR
                                           SATISFACTION AND DISCHARGE

SECTION 401.          Satisfaction and Discharge of Indenture.....................................    29
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                   <C>
SECTION 402.          Application Of Trust Money..................................................    30
SECTION 403.          Satisfaction, Discharge and Defeasance of Securities of any Series..........    30

                                                 ARTICLE FIVE
                                                   REMEDIES

SECTION 501.          Events of Default...........................................................    32
SECTION 502.          Acceleration of Maturity; Rescission and Annulment..........................    34
SECTION 503.          Collection of Indebtedness and Suits for Enforcement by Trustee.............    36
SECTION 504.          Trustee May File Proofs of Claim............................................    36
SECTION 505.          Trustee May Enforce Claim Without Possession of Securities..................    37
SECTION 506.          Application of Money Collected..............................................    38
SECTION 507.          Limitation on Suits.........................................................    38
SECTION 508.          Unconditional Right of Holders to Receive Principal, Premium and Interest...    39
SECTION 509.          Restoration of Rights and Remedies..........................................    39
SECTION 510.          Rights and Remedies Cumulative..............................................    39
SECTION 511.          Delay or Omission Not Waiver................................................    40
SECTION 512.          Control by Holders..........................................................    40
SECTION 513.          Waiver of Past Defaults.....................................................    41
SECTION 514.          Undertaking for Costs.......................................................    41
SECTION 515.          Waiver of Stay or Extension Laws............................................    41

                                                 ARTICLE SIX
                                                 THE TRUSTEE

SECTION 601.          Certain Duties and Responsibilities.........................................    42
SECTION 602.          Notice of Defaults..........................................................    43
SECTION 603.          Certain Rights of Trustee...................................................    43
SECTION 604.          Not Responsible for Recitals or Issuance of Securities......................    44
SECTION 605.          May Hold Securities.........................................................    45
SECTION 606.          Money Held In Trust.........................................................    45
SECTION 607.          Compensation and Reimbursement..............................................    45
SECTION 608.          Disqualification; Conflicting Interests.....................................    46
SECTION 609.          Corporate Trustee Required; Eligibility.....................................    46
SECTION 610.          Resignation and Removal; Appointment of Successor...........................    47
SECTION 611.          Acceptance of Appointment by Successor......................................    48
SECTION 612.          Merger, Conversion, Consolidation or Succession to Business.................    49
SECTION 613.          Preferential Collection of Claims Against Company...........................    50
SECTION 614.          Appointment of Authenticating Agent.........................................    50
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                   <C>
                                              ARTICLE SEVEN
                            HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.          Company to Furnish Trustee Names and Addresses of Holders...................    52
SECTION 702.          Preservation of Information, Communications to Holders......................    52
SECTION 703.          Reports by Trustee..........................................................    52
SECTION 704.          Reports by Company..........................................................    53

                                              ARTICLE EIGHT
                           CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.          Company May Consolidate, Etc., Only on Certain Terms........................    53
SECTION 802.          Successor Corporation Substituted...........................................    54

                                               ARTICLE NINE
                                         SUPPLEMENTAL INDENTURES

SECTION 901.          Supplemental Indentures Without Consent of Holders..........................    55
SECTION 902.          Supplemental Indentures with Consent of Holders.............................    56
SECTION 903.          Execution of Supplemental Indentures........................................    57
SECTION 904.          Effect of Supplemental Indentures...........................................    57
SECTION 905.          Conformity with Trust Indenture Act.........................................    57
SECTION 906.          Reference in Securities to Supplemental Indentures..........................    58

                                               ARTICLE TEN
                                                COVENANTS

SECTION 1001.         Payment of Principal, Premium and Interest..................................    58
SECTION 1002.         Maintenance of Office or Agency.............................................    58
SECTION 1003.         Money for Security Payments to be Held in Trust.............................    59
SECTION 1004.         Payment of Taxes and Other Claims...........................................    60
SECTION 1005.         Maintenance of Properties...................................................    60
SECTION 1006.         Statement as to Compliance..................................................    61
SECTION 1007.         Corporate Existence.........................................................    61
SECTION 1008.         Limitations upon Liens......................................................    61
SECTION 1009.         Waiver of Certain Covenants.................................................    63

                                                ARTICLE ELEVEN
                                         REDEMPTION OF SECURITIES

SECTION 1101.         Applicability of This Article...............................................    63
SECTION 1102.         Election to Redeem; Notice to Trustee.......................................    63
SECTION 1103.         Selection of Securities to be Redeemed......................................    64
SECTION 1104.         Notice of Redemption........................................................    64
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                   <C>
SECTION 1105.         Deposit of Redemption Price.................................................    65
SECTION 1106.         Payment of Securities Called for Redemption.................................    65
SECTION 1107.         Company's Right of Redemption...............................................    65

                                               ARTICLE TWELVE
                                               SINKING FUNDS

SECTION 1201.         Applicability of Article....................................................    67
SECTION 1202.         Satisfaction of Sinking Fund Payments with Securities.......................    68
SECTION 1203.         Redemption of Securities for Sinking Fund...................................    68
</TABLE>

                                       iv

<PAGE>

                  INDENTURE, dated as of October 20, 1995 between ITT HARTFORD
GROUP, INC., a Delaware corporation (hereinafter called the "Company") having
its principal office at Hartford Plaza, Hartford, Connecticut 06115, and THE
CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association
incorporated and existing under the laws of the United States of America, as
Trustee (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debt securities in series (hereinafter called the "Securities") of substantially
the tenor hereinafter provided, and to provide the terms and conditions upon
which the Securities are to be authenticated, issued and delivered.

                  All things necessary to make the Securities, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

                    NOW THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 101.      Definitions.

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

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

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

                  (3)      All accounting terms not otherwise defined herein
         have the meanings assigned to them in accordance with generally
         accepted accounting

<PAGE>

         principles, and the term "generally accepted accounting principles"
         with respect to any computation required or permitted hereunder shall
         mean such accounting principles which are generally accepted at the
         date or time of such computation; provided, that when two or more
         principles are so generally accepted, it shall mean that set of
         principles consistent with those in use by the Company; and

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

                  Certain terms, used principally in Article Six, are defined in
that Article.

                  "Act" when used with respect to any Holder has the meaning
specified in Section 104.

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

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

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

                  "Business Day" means every day except a day on which banking
institutions in The City of New York are authorized or required by law or
executive order to close.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or if at any time after the execution of this instrument such Commission
is not existing and

                                       2

<PAGE>

performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties on such date.

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

                  "Company Request" and "Company Order" mean, respectively, the
written request or order signed in the name of the Company by the President or a
Vice President, and by the Treasurer, an Associate Treasurer, an Assistant
Treasurer, the Controller, the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee.

                  "Consolidated Net Tangible Assets" means the total amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (i) all current liabilities (excluding any thereof which are
by their terms extendible or renewable at the option of the obligor thereon to a
time more than 12 months after the time as of which the amount thereof is being
computed), and (ii) all segregated goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles, all as set
forth on the most recent balance sheet of the Company and its consolidated
Subsidiaries and prepared in accordance with generally accepted accounting
principles.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered.

                  "Corporation" includes corporations, associations, companies
and business trusts.

                  "Current Value" has the meaning specified in Section 1107.

                  "Defaulted Interest" has the meaning specified in Section 307.

                  "Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 301 with respect to such series (or any successor thereto).

                  "Discounted Remaining Fixed Amount Payments" has the meaning
specified in Section 1107.

                  "Discounted Swap Equivalent Payments" has the meaning
specified in Section 1107.

                                       3

<PAGE>

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

                  "Event of Default" unless otherwise specified in the
supplemental indenture creating a series of Securities, has the meaning
specified in Article Five.

                  "Foreign Currency" means any currency issued by the government
of one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

                  "Global Security" means a Security in the form prescribed in
Section 204 evidencing all or part of a series of Securities, issued to the
Depositary or its nominee for such series, and registered in the name of such
Depositary or its nominee.

                  "Government Obligations" means, with respect to the Securities
of any series, securities which are (i) direct obligations of the United States
of America or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed by the United States of America
and which, in either case, are full faith and credit obligations of the United
States of America and are not callable or redeemable at the option of the issuer
thereof and shall also include a depository receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of such depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Obligation or the specific payment
of interest on or principal of the Government Obligation evidenced by such
depository receipt.

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

                  "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of each particular series of Securities established
as contemplated by Section 301.

                  "Interest Payment Date" means as to each series of Securities
the Stated Maturity of an installment of interest on such Securities.

                  "Interest Rate" means the rate of interest specified or
determined as specified in each Security as being the rate of interest payable
on such Security.

                                       4

<PAGE>

                  "Lien" means any mortgage, pledge, lien, security interest or
other encumbrance.

                  "Maturity" when used with respect to any Security means the
date on which the principal of such Security becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

                  "Notice of Default" has the meaning specified in Section
501(3).

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

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company.

                  "Original Issue Date" means the date of issuance specified as
such in each Security.

                  "Original Issue Discount Security" means any security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

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

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

                  (ii)     Securities for whose payment money in the necessary
         amount has been theretofore deposited with the Trustee or any Paying
         Agent in trust for the Holders of such Securities; and

                  (iii)    Securities in substitution for or in lieu of which
         other Securities have been authenticated and delivered or which have
         been paid pursuant to Section 306, unless proof satisfactory to the
         Trustee is presented that any such Securities are held by Holders in
         whose hands such Securities are valid, binding and legal obligations of
         the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any

                                       5

<PAGE>

other obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor. Upon request of the Trustee, the Company
shall furnish to the Trustee promptly an Officers' Certificate listing and
identifying all Securities, if any, known by the Company to be owned or held by
or for the account of the Company, or any other obligor on the Securities or any
Affiliate of the Company or such obligor, and, subject to the provisions of
Section 601, the Trustee shall be entitled to accept such Officers' Certificate
as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

                  "Paying Agent" means the Trustee or any Person authorized by
the Company to pay the principal of or interest on any Securities 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" means, with respect to the Securities of
any series, the place or places where the principal of (and premium, if any) and
interest on the Securities of such series are payable pursuant to Section 301 or
3.11.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
security authenticated and delivered under Section 306 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

                  "Principal Property" means all land, buildings, machinery and
equipment, and leasehold interests and improvements in respect of the foregoing,
which would be reflected on a consolidated balance sheet of the Company and its
Subsidiaries prepared in accordance with generally accepted accounting
principles, excluding all such tangible property located outside the United
states of America and excluding any such property which, in the opinion of the
Board of Directors set forth in a Board Resolution, is not material to the
Company and its consolidated Subsidiaries taken as a whole.

                                       6

<PAGE>

                  "Regular Record Date" for the interest payable on any Interest
Payment Date with respect to the Securities of a series means, unless otherwise
provided pursuant to Section 301 with respect to Securities of a series, the
date which is fifteen days next preceding such Interest Payment Date (whether or
not a Business Day).

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

                  "Restricted Subsidiary" means a Subsidiary which is
incorporated in any state of the United States or in the District of Columbia
and which is a regulated insurance company principally engaged in one or more of
the property, casualty and life insurance businesses, provided that no such
Subsidiary shall be a Restricted Subsidiary if (i) the total assets of such
Subsidiary are less than 10% of the total assets of the Company and its
consolidated Subsidiaries (including such Subsidiary), in each case as set forth
on the most recent fiscal year-end balance sheets of such Subsidiary and the
Company and its consolidated Subsidiaries, respectively, and computed in
accordance with generally accepted accounting principles, or (ii) in the
judgment of the Board of Directors, as evidenced by a Board Resolution, such
Subsidiary is not material to the financial condition of the Company and its
consolidated Subsidiaries taken as a whole.

                  "Securities" or "Security" means any debt securities or debt
security, as the case may be, authenticated and delivered under this Indenture.

                  "Securities Register" and "Securities Registrar" have the
respective meanings specified in Section 305.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

                  "Stated Maturity" when used with respect to any Security or
any installment of principal thereof or interest thereon means the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of interest is due and payable.

                  "Subsidiary" means any corporation of which at the time of
determination the Company and/or one or more Subsidiaries owns or controls
directly or indirectly more than 50% of the outstanding shares of voting stock.

                  "Treasury Rate" has the meaning specified in Section 1107.

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

                                       7

<PAGE>

each Person who is then a Trustee hereunder and, if at any time there is more
than one such Person, "Trustee" as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of that series.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbb), as amended and as in effect on the date as of
this Indenture, except as provided in Section 905.

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

                  SECTION 102.      Compliance Certificate and Opinions.

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

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 1006) shall include:

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

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

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

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

                                       8

<PAGE>

                  SECTION 103.      Forms of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

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

                  SECTION 104.      Acts of Holders

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
to or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
is or are delivered to the Trustee, and, where it is hereby expressly required,
to the Company. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company and any agent of the Trustee or the Company, if made
in the manner provided in this Section.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by

                                       9

<PAGE>

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

                  (c)      The fact and date of the execution by any Person of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient
and in accordance with such reasonable rules as the Trustee may determine.

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

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

                  (f)      The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to take any
action under this Indenture by vote or consent. Except as otherwise provided
herein, such record date shall be the later of 30 days prior to the first
solicitation of such consent or vote or the date of the most recent list of
Securityholders furnished to the Trustee pursuant to Section 701 prior to such
solicitation. If a record date is fixed, those persons who were Securityholders
at such record date (or their duly designated proxies), and only those persons,
shall be entitled to take such action by vote or consent or to revoke any vote
or consent previously given, whether or not such persons continue to be Holders
after such record date, provided, however, that unless such vote or consent is
obtained from the Holders (or their duly designated proxies) of the requisite
principal amount of Outstanding Securities prior to the date which is the 120th
day after such record date, any such vote or consent previously given shall
automatically and without further action by any Holder be canceled and of no
further effect.

                  SECTION 105.      Notices, Etc. to Trustee and Company.

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

                                       10

<PAGE>

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

                  (2)      the Company by the Trustee or by any Holder shall be
sufficient for every purpose (except as otherwise provided in Section 501
hereof) hereunder if in writing and mailed, first class, postage prepaid, to the
Company addressed to it at the address of its principal office specified in the
first paragraph of this instrument or at any other address previously furnished
in writing to the Trustee by the Company.

                  SECTION 106.      Notice to Holders; Waiver.

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

                  SECTION 107.      Conflict With Trust Indenture Act.

                  If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of
the Trust Indenture Act through operation of Section 318(c) thereof, such
imposed duties shall control.

                  SECTION 108.      Effect of Headings and Table of Contents.

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

                  SECTION 109.      Successors and Assigns.

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

                                       11

<PAGE>

                  SECTION 110.      Separability Clause.

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

                  SECTION 111.      Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto, any Paying
Agent and their successors and assigns and the Holders of the Securities, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

                  SECTION 112.      Governing Law.

                  This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

                  SECTION 113.      Non-Business Days.

                  In any case where any Interest Payment Date or Stated Maturity
of any Security shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or the Securities) 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 Interest Payment Date or at
the Stated Maturity, and no interest shall accrue for the period from and after
such Interest Payment Date or Stated Maturity, as the case may be, until the
next succeeding Business Day.

                                   ARTICLE TWO
                                 SECURITY FORMS

                  SECTION 201.      Forms Generally.

                  The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with applicable tax laws or the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board

                                       12

<PAGE>

Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 with respect to the authentication and delivery of such Securities.

                  The Trustee's certificates of authentication shall be
substantially in the form set forth in this Article.

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

                  SECTION 202.      Form of Face of Security.

                  If the Security is an Original Issue Discount Security, insert
- For purposes of Section 1271 of the United States Internal Revenue Code of
1986, as amended, the issue price of this Security is __% of its principal
amount and the Issue Date is _____________________ , 19_]

                            ITT HARTFORD GROUP, INC.
                               (Title of Security)

No. _______________                                          $__________________

                  ITT HARTFORD GROUP, INC., a corporation organized and existing
under the laws of Delaware (hereinafter called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _________________, or registered
assigns, the principal sum of ___________ Dollars on _______________ [If the
Security is to bear interest prior to Maturity, insert -, and to pay interest
thereon from ___________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on __________ and
_________ in each year, commencing ___________, at the rate of ___% per annum,
on the basis of a [360-day] year consisting of [twelve 30-day months], until the
principal hereof is paid or duly provided for or made available for payment [If
applicable insert - and (to the extent that the payment of such interest shall
be legally enforceable) at the rate of ___% per annum on any overdue principal
and premium and on any overdue installment of interest]. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
___________ or ____________ (whether or not a Business Day),

                                       13

<PAGE>

as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed and, upon such notice as may be required
by such exchange, all as more fully provided in said Indenture].

                  [If the Security is not to bear interest prior to Maturity,
insert - The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of __% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

                  Payment of the principal of (and premium, if any) and [if
applicable, insert - any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in ________, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts [if applicable, insert -;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Securities Register].

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

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

                                       14

<PAGE>

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

Dated:

                                             ITT HARTFORD GROUP, INC.

                                             By:
                                                --------------------------
                                             [President or Vice President]

Attest:

____________________________________
[Secretary or Assistant Secretary]

                  SECTION 203.      Form of Reverse of Security.

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under a Senior Indenture, dated as of ___, 1995 (herein called
the "Indenture"), between the Company and The Chase Manhattan Bank (National
Association), as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof[, ___ limited in aggregate principal
amount to $___ ].

                  [If applicable, insert - The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, [if
applicable, insert - (1) on ____________ in any year commencing with the year
___ and ending with the year ___ through operation of the ___ fund for this
series at a Redemption Price equal to 100% of the principal amount, and (2)] at
any time [on or after _________, 19_], as a whole or in part, at the election of
the Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [on or before __________, __% and if redeemed]
during the 12-month period beginning  _________________ of the years indicated,

                                       15

<PAGE>

<TABLE>
<CAPTION>
        Year           Redemption Price          Year          Redemption Price
--------------------  -------------------  ----------------  -------------------
<S>                   <C>                  <C>               <C>
</TABLE>

and thereafter at a Redemption Price equal to __% of the principal amount,
together in the case of any such redemption [if applicable, insert - (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Date referred to on the face hereof, all as provided in the
Indenture.]

                  [If applicable, insert - The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, (1) on _______
in any year commencing with the year ____ and ending with the year ____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time (on or
after _____], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below: If redeemed during the 12-month period beginning ________ of the years
indicated,

<TABLE>
<CAPTION>
                                                        Redemption Price For
                          Redemption Price For        Redemption Otherwise Than
                       Redemption Through Operation    Through Operation of the
         Year               of the Sinking Fund              Sinking Fund
--------------------   -----------------------------  --------------------------
<S>                    <C>                            <C>
</TABLE>

and thereafter at a Redemption Price equal to __% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

                                       16

<PAGE>

                  [The sinking fund for this series provides for the redemption
on _______________ in each year beginning with the year ____ and ending with the
year ____ of [not less than] $ ______________________ [("mandatory sinking
fund") and not more than $ _________] aggregate principal amount of Securities
of this series. [Securities of this series acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made-in
the inverse order in which they become due.]

                  Company may, at its option, upon not less than 30 days' notice
by mail, redeem the Securities of this series on any Interest Payment Date in
whole at any time or in part from time to time at a redemption price equal to
any accrued and unpaid interest plus the greater of the principal amount thereof
or an amount equal to [for Securities bearing interest at a fixed rate: the
Discounted Remaining Fixed Amount Payments] [for Securities bearing interest
determined by a floating rate: the Discounted Swap Equivalent Payments] as
defined in the Indenture.

                  In the event of redemption of this Security in part only, a
new Security or Securities of this series for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.

                  The Indenture contains provisions for satisfaction, discharge
and defeasance of the entire indebtedness on this security, upon compliance by
the Company with certain conditions set forth therein.

                  [If the Security is not an Original Issue Discount Security, -
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

                  [If the security is an Original Issue Discount Security, - If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amounts shall be equal to - insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of

                                       17

<PAGE>

a majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

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

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

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

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

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

                                       18

<PAGE>

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                  SECTION 204.      Additional Provisions Required in Global
                                    Security.

                  Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 202 and 203 bear a legend in substantially the
following form:

                  "This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This Security is exchangeable for Securities
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary."

                  SECTION 205.      Form of Trustee's Certificate of
                                    Authentication.

                  This is one of the Securities referred to in the
withinmentioned Indenture.

                                             THE CHASE MANHATTAN BANK
                                             (NATIONAL ASSOCIATION),
                                             as Trustee

                                             By: _______________________________
                                                 Authorized officer

                                 ARTICLE THREE
                                 THE SECURITIES

                  SECTION 301.      Title and Terms.

                  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 Board Resolution, and set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of a series:

                  (a)      the title of the securities of such series, which
         shall distinguish the Securities of the series from all other
         Securities;

                                       19

<PAGE>

                  (b)      the limit, if any, upon the aggregate principal
         amount of the securities of such series which may be authenticated and
         delivered under this Indenture (except for Securities authenticated and
         delivered upon registration of transfer of, or in exchange for, or in
         lieu of, other Securities of the series pursuant to Section 304, 305,
         306, 906 or 1106); provided, however, that the authorized aggregate
         principal amount of such series may be increased above such amount by a
         Board Resolution to such effect;

                  (c)      the Stated Maturity or Maturities on which the
         principal of the Securities of such series is payable or the method of
         determination thereof;

                  (d)      the rate or rates, if any, at which the Securities of
         such series shall bear interest, the Interest Payment Dates on which
         such interest shall be payable, the right, if any, of the Company to
         defer or extend an Interest Payment Date, and the Regular Record Date
         for the interest payable on any Interest Payment Date or the method by
         which any of the foregoing shall be determined;

                  (e)      the place or places where the principal of (and
         premium, if any) and interest on the Securities of such series shall be
         payable, the place or places where the Securities of such series may be
         presented for registration of transfer or exchange, and the place or
         places where notices and demands to or upon the Company in respect of
         the Securities of such series may be made;

                  (f)      the period or periods within or the date or dates on
         which, if any, the price or prices at which and the terms and
         conditions upon which the Securities of such series may be redeemed, in
         whole or in part, at the option of the Company;

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

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

                  (i)      if other than Dollars, the currency or currencies
         (including currency unit or units) in which the principal of (and
         premium, if any) and interest, if any, on the Securities of the series
         shall be payable, or in which the Securities of the series shall be
         denominated;

                                       20

<PAGE>

                  (j)      the additions, modifications or deletions, if any, in
         the Events of Default or covenants of the Company set forth herein with
         respect to the Securities of such series;

                  (k)      if other than the principal amount thereof, the
         portion of the principal amount of Securities of such series that shall
         be payable upon declaration of acceleration of the Maturity thereof;

                  (l)      the additions or changes, if any, to this Indenture
         with respect to the Securities of such series as shall be necessary to
         permit or facilitate the issuance of the Securities of such series in
         bearer form, registrable or not registrable as to principal, and with
         or without interest coupons;

                  (m)      any index or indices used to determine the amount of
         payments of principal of and premium, if any, on the Securities of such
         series or the manner in which such amounts will be determined;

                  (n)      the issuance of a temporary Global Security
         representing all of the Securities of such series and exchange of such
         temporary Global Security for definitive Securities of such series;

                  (o)      whether the Securities of the series shall be issued
         in whole or in part in the form of one or more Global Securities and,
         in such case, the Depositary for such Global Securities, which
         Depositary shall be a clearing agency registered under the Securities
         Exchange Act of 1934, as amended;

                  (p)      the appointment of any Paying Agent or Agents for the
         Securities of such series; and

                  (q)      any other terms of the Securities of such series
         (which terms shall not be inconsistent with the provisions of this
         Indenture).

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

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

                                       21

<PAGE>

                  SECTION 302.      Denominations.

                  The Securities of each series shall be in registered form
without coupons and shall be issuable in denominations of $1,000 and any
integral multiple thereof, unless otherwise specified as contemplated by Section
301.

                  SECTION 303.      Execution, Authentication, Delivery and
                                    Dating.

                  The Securities shall be executed on behalf of the Company by
its President or one of its Vice Presidents under its corporate seal reproduced
or impressed thereon and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

                  Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities. At any time and from
time to time after the execution and delivery of this Indenture, the Company may
deliver Securities executed by the Company to the Trustee for authentication.
Securities may be authenticated on original issuance from time to time and
delivered pursuant to such procedures acceptable to the Trustee ("Procedures")
as may be specified from time to time by Company Order. Procedures may authorize
authentication and delivery pursuant to oral instructions of the Company or a
duly authorized agent, which instructions shall be promptly confirmed in
writing.

                  Prior to the delivery of a Security in any such form to the
Trustee for authentication, the Company shall deliver to the Trustee the
following:

                  (a)      A Company Order requesting the Trustee's
         authentication and delivery of all or a portion of the Securities of
         such series, and if less than all, setting forth procedures for such
         authentication;

                  (b)      The Board Resolution by or pursuant to which such
         form of Security has been approved, and the Board Resolution, if any,
         by or pursuant to which the terms of the Securities of such series have
         been approved, and, if pursuant to a Board Resolution, an Officers'
         Certificate describing the action taken;

                  (c)      An Officers' Certificate dated the date such
         certificate is delivered to the Trustee, stating that all conditions
         precedent provided for in this Indenture relating to the authentication
         and delivery of Securities in such form and with such terms have been
         complied with; and

                                       22

<PAGE>

                  (d)      An Opinion of Counsel stating that (i) the form of
         such Securities has been duly authorized and approved in conformity
         with the provisions of this Indenture; (ii) the terms of such
         Securities have been duly authorized and determined in conformity with
         the provisions of this Indenture, or, if such terms are to be
         determined pursuant to Procedures, when so determined such terms shall
         have been duly authorized and determined in conformity with the
         provisions of this Indenture; and (iii) Securities in such form when
         completed by appropriate insertions and executed and delivered by the
         Company to the Trustee for authentication in accordance with this
         Indenture, authenticated and delivered by the Trustee in accordance
         with this Indenture within the authorization as to aggregate principal
         amount established from time to time by the Board of Directors and sold
         in the manner specified in such opinion of Counsel, will be the legal,
         valid and binding obligations of the Company entitled to the benefits
         of this Indenture, subject to applicable bankruptcy, reorganization,
         insolvency and similar laws generally affecting creditors' rights, to
         general equitable principles except as enforcement thereof may be
         limited by (A) requirements that a claim with respect to any Securities
         denominated other than in Dollars (or a Foreign Currency or currency
         unit judgment in respect of such claim) be converted into Dollars at a
         rate of exchange prevailing on a date determined pursuant to applicable
         law or (B) governmental authority to limit, delay or prohibit the
         making of payments in Foreign Currencies or currency units or payments
         outside the United States and subject to such other qualifications as
         such counsel shall conclude do not materially affect the rights of
         Holders of such Securities;

provided, however, that the Trustee shall be entitled to receive the documents
referred to in Clauses (b), (c) and (d) above only at or prior to the first
request of the Company to the Trustee to authenticate Securities of such series.

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Security a certificate of authentication substantially in the form provided
for herein executed by the Trustee by the manual signature of one of its
authorized officers, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.

                  SECTION 304.      Temporary Securities.

                  Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any denomination,
substantially of the tenor of the definitive

                                       23

<PAGE>

Securities of such series in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

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

                  SECTION 305.      Registration, Transfer and Exchange.

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

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

                  At the option of the Holder, Securities may be exchanged for
other Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

                  All Securities issued upon any transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same

                                       24

<PAGE>

benefits under this Indenture, as the Securities surrendered upon such transfer
or exchange.

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

                  No service charge shall be made to a Holder for any transfer
or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Securities.

                  Notwithstanding any of the foregoing, any Global Security of a
series shall be exchangeable pursuant to this Section 305 for Securities
registered in the names of Persons other than the Depositary for such Security
or its nominee only if (i) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or if at
any time such Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company executes and
delivers to the Trustee a Company Order that such Global Security shall be so
exchangeable or (iii) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such series. Any Global Security that
is exchangeable pursuant to the preceding sentence shall be exchangeable for
Securities registered in such names as such Depositary shall direct.

                  Notwithstanding any other provision in this Indenture, a
Global Security may not be transferred except as a whole by the Depositary with
respect to such Global Security to a nominee of such Depositary or by a nominee
of such Depositary to such Depositary or another nominee of such Depositary.

                  Neither the Company nor the Trustee shall be required,
pursuant to the provisions of this Section, (a) to issue, transfer or exchange
any Security of any series during a period beginning at the opening of business
15 days before the day of selection for redemption of Securities pursuant to
Article Eleven and ending at the close of business on the day of mailing of
notice of redemption or (b) to transfer 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, any portion thereof not to be redeemed.

                  SECTION 306.      Mutilated, Destroyed, Lost and Stolen
                                    Securities.

                  If any mutilated Security is surrendered to the Trustee
together with such security or indemnity as may be required by the Company or
the Trustee to save each of

                                       25

<PAGE>

them harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same issue and series of like
tenor and principal amount, having the same Original Issue Date and Stated
Maturity and bearing the same Interest Rate as such mutilated Security, and
bearing a number not contemporaneously outstanding.

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

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

                  Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original 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 this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

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

                  SECTION 307.      Payment of Interest; Interest Rights
                                    Preserved.

                  Interest on any Security of any series which is payable, and
is punctually paid or duly provided for, on any Interest Payment Date, shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest in respect of Securities of

                                       26

<PAGE>

such series, except that, unless otherwise provided in the Securities of such
series, interest payable on the Stated Maturity of a Security shall be paid to
the Person to whom principal is paid. The initial payment of interest on any
Security of any series which is issued between a Regular Record Date and the
related Interest Payment Date shall be payable as provided in such Security or
in the Board Resolution pursuant to Section 301 with respect to the related
series of Securities.

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

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities of such
         series in respect of which interest is in default (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 and the date of the proposed payment, and at the
         same time the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as in this Clause provided.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first class, postage
         prepaid, to each Holder of a Security of such series at the address of
         such Holder as it appears in the Securities Register not less than 10
         days prior to such Special Record Date. The Trustee may, in its
         discretion, in the name and at the expense of the Company, cause a
         similar notice to be published at least once in a newspaper,
         customarily published in the English language on each Business Day and
         of general circulation in the Borough of Manhattan, The City of New
         York, but such publication shall not be a condition precedent to the
         establishment of such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been mailed as aforesaid, such Defaulted Interest shall be paid
         to the Persons in whose names

                                       27

<PAGE>

         the Securities of such series (or their respective Predecessor
         Securities) are registered on such Special Record Date and shall no
         longer be payable pursuant to the following Clause (2).

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

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

                  SECTION 308.      Persons Deemed Owners.

                  The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Security is registered as the
owner of such Security for the purpose of receiving payment of principal of and
(subject to Section 307) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

                  SECTION 309.      Cancellation.

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

                  SECTION 310.      Computation of Interest.

                  Except as otherwise specified as contemplated by Section 301
for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year of twelve 30-day months.

                                       28

<PAGE>

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

                  SECTION 401.      Satisfaction and Discharge of
                                    Indenture.

                  This Indenture shall cease to be of further effect (except as
to (i) any surviving rights of transfer, substitution and exchange of
Securities, (ii) rights hereunder of Holders to receive payments of principal of
(and premium, if any) and interest on the Securities and other rights, duties
and obligations of the Holders as beneficiaries hereof with respect to the
amounts, if any, so deposited with the Trustee and (iii) the rights and
obligations of the Trustee hereunder), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (1)      either

                           (A)      all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 306 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 1003) have been delivered to the Trustee
                  for cancellation; or

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

                                    (i)      have become due and payable, or

                                    (ii)     will become due and payable at
                           their Stated Maturity within one year of the date of
                           deposit, and the Company, in the case of (i) or (ii)
                           above, has deposited or caused to be deposited with
                           the Trustee as trust funds in trust for such purpose
                           an amount in the currency or currencies in which the
                           Securities of such series are payable sufficient to
                           pay and discharge the entire indebtedness on such
                           Securities not theretofore delivered to the Trustee
                           for cancellation, for principal (and premium, if any)
                           and interest to the date of such deposit (in the case
                           of Securities which have become due and payable) or
                           to the Stated Maturity;

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

                           (3)      the Company has delivered to the Trustee an
                  Officers'

                                       29

<PAGE>

                  Certificate and an Opinion of Counsel each stating that all
                  conditions precedent herein provided for relating to the
                  satisfaction and discharge of this Indenture have been
                  complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

                  SECTION 402.      Application Of Trust Money.

                  Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 or money or
Government Obligations deposited with the Trustee pursuant to Section 403, or
received by the Trustee in respect of Government Obligations deposited with the
Trustee pursuant to Section 403, shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money or obligations have been deposited with or received by the
Trustee; provided, however, such moneys need not be segregated from other funds
except to the extent required by law.

                  SECTION 403.      Satisfaction, Discharge and Defeasance
                                    of Securities of any Series.

                  Unless otherwise provided in the Board Resolution adopted
pursuant to Section 301 establishing the terms of the Securities of any series,
the Company shall be deemed to have paid and discharged the entire indebtedness
on all the Outstanding Securities of any such series and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of such indebtedness, when

                  (1)      with respect to all Outstanding Securities of such
         series,

                           (A)      the Company has irrevocably deposited or
                  caused to be irrevocably deposited with the Trustee as trust
                  funds in trust for such purpose an amount sufficient to pay
                  and discharge the entire indebtedness on all Outstanding
                  Securities of such series for principal (and premium, if any)
                  and interest to the Stated Maturity or any Redemption Date as
                  contemplated by the penultimate paragraph of this Section 403,
                  as the case may be; or

                           (B)      the Company has irrevocably deposited or
                  caused to be

                                       30

<PAGE>

                  irrevocably deposited with the Trustee as obligations in trust
                  for such purpose an amount of Government Obligations as will,
                  in the written opinion of independent public accountants
                  delivered to the Trustee, together with predetermined and
                  certain income to accrue thereon, without consideration of any
                  reinvestment thereof, be sufficient to pay and discharge when
                  due the entire indebtedness on all Outstanding Securities of
                  such series for principal (and premium, if any) and interest
                  to the Stated Maturity or any Redemption Date as contemplated
                  by the penultimate paragraph of this Section 403, as the case
                  may be; and

                  (2)      the Company has paid or caused to be paid all other
         sums payable with respect to the Outstanding Securities of such series;
         and

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel to the effect that (i) the
         Company has received from, or there has been published by, the Internal
         Revenue Service a ruling, or (ii) since the date of execution of this
         Indenture, there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such opinion
         shall confirm that, Holders of the Securities will not recognize
         income, gain or loss for Federal income tax purposes as a result of the
         Company's exercise of its option under this Section 403 and will be
         subject to Federal income tax on the same amount and in the same manner
         and at the same times as would have been the case if such option had
         not been exercised; and

                  (4)      the Company has delivered to the Trustee an Opinion
         of Counsel to the effect that, immediately following the deposit
         described in clause (1) above, neither the Company nor the trust held
         by the Trustee hereunder shall be an "investment company" or
         "controlled" by an "investment company" within the company meaning of
         the Investment Company Act of 1940; and

                 (5)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of the entire indebtedness on all Outstanding Securities of
         any such series have been complied with.

                  Any deposits with the Trustee referred to in Section 403(i)
above shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance reasonably satisfactory to the Trustee. If any
Outstanding Securities of such series are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory sinking fund requirement, the applicable escrow
trust agreement shall provide therefor and the Company shall make such
arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company. If
the Securities of such

                                       31

<PAGE>

series are not to become due and payable at their Stated Maturity or upon call
for redemption within one year of the date of deposit, then the Company shall
give, not later than the date of such deposit, notice of such deposit to the
Holders of Securities of such series.

                  Upon the satisfaction of the conditions set forth in this
Section 403 with respect to all the Outstanding Securities of any series, the
terms and conditions of such series, including the terms and conditions with
respect thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided, that the Company shall not be discharged
from any payment obligations in respect of Securities of such series which are
deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law; and provided, further, that, in the event a petition for relief
under the Bankruptcy Reform Act of 1978 or a successor statute is filed with
respect to the Company within 91 days after the deposit, the entire indebtedness
on all Securities of such series shall not be discharged and in such event the
Trustee shall return such deposited funds or obligations as it is then holding
to the Company on Company Request.

                                  ARTICLE FIVE
                                    REMEDIES

                  SECTION 501.      Events of Default.

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

                  (1)      default in the payment of any interest upon any
         Security of that series when it becomes due and payable, and
         continuance of such default for a period of 30 days; or

                  (2)      default in the payment of the principal of (or
         premium, if any, on) any Security of that series at its Maturity; or

                  (3)      default in the performance, or breach, of any
         covenant or warranty of the Company in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with), and continuance of
         such default or breach for a period of 60 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 10% in
         principal amount of the Outstanding Securities of that series a written
         notice specifying

                                       32

<PAGE>

         such default or breach and requiring it to be remedied and stating that
         such notice is a "Notice of Default" hereunder; or

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

                  (5)      the institution by the Company of proceedings to be
         adjudicated a bankrupt or insolvent, or the consent by it to the
         institution of bankruptcy or insolvency proceedings against it, or the
         filing by it of a petition or answer or consent seeking reorganization
         or relief under any applicable Federal or State bankruptcy, insolvency,
         reorganization or other similar law, or the consent by it to the filing
         of any such petition or to the appointment of a receiver, liquidator,
         assignee, trustee, sequestrator (or other similar official) of the
         Company or of any substantial part of its property, or the making by it
         of an assignment for the benefit of creditors, or the admission by it
         in writing of its inability to pay its debts generally as they become
         due and its willingness to be adjudicated a bankrupt, or the taking of
         corporate action by the Company in furtherance of any such action; or

                  (6)      an event of default, as defined in any indenture or
         instrument evidencing or under which the Company or any Restricted
         Subsidiary has at the date of this Indenture or shall hereafter have
         outstanding at least $25,000,000 aggregate principal amount of
         indebtedness for borrowed money, shall happen and be continuing and
         such indebtedness shall have been accelerated so that the same shall be
         or become due and payable prior to the date on which the same would
         otherwise have become due and payable, or such aggregate principal
         amount of indebtedness shall not be paid when due, and such
         acceleration or non-payment shall not be rescinded or annulled within
         30 days after notice thereof shall have been given to the Company by
         the Trustee (if such event be known to it), or to the Company and the
         Trustee by the Holders of at least 25% in aggregate principal amount of
         the Securities of that series at the time Outstanding; provided,
         however, that, for the purposes of this subsection (6), the Company or
         any Restricted Subsidiary shall not be deemed to be in default if it
         shall be contesting in good faith its liability for the payment of the
         principal in question, and shall have been advised by its counsel that
         it has a meritorious defense thereto; and provided, further, that, if
         such event of default under such indenture or instrument

                                       33

<PAGE>

         shall be remedied or cured by the Company or such Restricted Subsidiary
         (as the case may be) or waived by the holders of such indebtedness,
         then the Event of Default hereunder by reason thereof shall be deemed
         likewise to have been thereupon remedied, cured or waived without
         further action upon the part of either the Trustee or any of the
         Holders; or

                  (7)      any other Event of Default with respect to Securities
         of that series.

                  Upon receipt by the Trustee of any Notice of Default pursuant
to this Section 501 with respect to Securities of a series all or part of which
is represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such Notice of Default, which record date shall be at the close of business on
the day the Trustee receives such Notice of Default. The Holders as of such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such Notice of Default, whether or not such Holders remain
Holders after such record date; provided, that, unless Holders of at least 25%
in principal amount of the Outstanding Securities of such series, or their
proxies, shall have joined in such Notice of Default prior to the day which is
90 days after such record date, such Notice of Default shall automatically and
without further action by any Holder be canceled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new Notice of Default
identical to a Notice of Default which has been canceled pursuant to the proviso
to the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 501.

                  SECTION 502.      Acceleration of Maturity; Rescission
                                    and Annulment.

                  If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then and in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable.

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

                                       34

<PAGE>

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

                  (A)      all overdue installments of interest on all
         Securities of that series,

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

                  (C)      to the extent that payment of such interest is
         lawful, interest upon overdue installments of interest at the rate
         borne by the Securities, and

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

                  (2)      all Events of Default with respect to Securities of
         that series, other than the non-payment of the principal of Securities
         of that series which has become due solely by such acceleration, have
         been cured or waived as provided in Section 513.

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

                  Upon receipt by the Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, with respect to Securities
of a series all or part of which is represented by a Global Security, a record
date shall be established for determining Holders of Outstanding Securities of
such series entitled to join in such notice, which record date shall be at the
close of business on the day the Trustee receives such notice. The Holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that, unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 502.

                                       35

<PAGE>

                  SECTION 503.      Collection of Indebtedness and Suits
                                    for Enforcement by Trustee.

                  The Company covenants that if:

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal, including any sinking fund payment or analogous
obligations (and premium, if any) and interest, including, to the extent that
payment of such interest shall be lawful, interest on any overdue principal (and
premium if any) and on any overdue installments of interest at the rate borne by
the Securities; and, in addition thereto, all amounts owing the Trustee under
Section 607.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon the
Securities, wherever situated.

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

                  SECTION 504.      Trustee May File Proofs of Claim.

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

                                       36

<PAGE>

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

                           (i)      to file and prove a claim for the whole
                  amount of principal (and premium, if any) and interest owing
                  and unpaid in respect to the Securities and to file such other
                  papers or documents as may be necessary or advisable and to
                  take any and all actions as are authorized under the Trust
                  Indenture in order to have the claims of the Holders and any
                  predecessor to the Trustee under Section 607 and of the
                  Holders allowed in any such judicial proceedings; and

                           (ii)     and in particular, the Trustee shall be
                  authorized to collect and receive any moneys or other property
                  payable or deliverable on any such claims and to distribute
                  the same in accordance with Section 506; and

                  (b)      any custodian, receiver, assignee, trustee,
         liquidator, sequestrator (or other similar official) in any such
         judicial proceeding is hereby authorized by each Holder to make such
         payments to the Trustee for distribution in accordance with Section
         506, and in the event that the Trustee shall consent to the making of
         such payments directly to the Holders, to pay to the Trustee any amount
         due to it and any predecessor Trustee under Section 607.

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

                  SECTION 505.      Trustee May Enforce Claim Without
                                    Possession of Securities.

                  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 607, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

                                       37

<PAGE>

                  SECTION 506.      Application of Money Collected.

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

                  FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 607;

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

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

                  SECTION 507.      Limitation on Suits.

                  No Holder of any Securities of any series shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture or for the appointment of a receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) or for any other remedy hereunder,
unless:

                  (1)      such Holder has previously given written notice to
         the Trustee of a continuing Event of Default with respect to the
         Securities of that series;

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

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

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

                                       38

<PAGE>

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

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

                  SECTION 508.      Unconditional Right of Holders to
                                    Receive Principal, Premium and Interest.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Security on the respective Stated Maturities
expressed in such Security and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

                  SECTION 509.      Restoration of Rights and Remedies.

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

                  SECTION 510.      Rights and Remedies Cumulative.

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

                                       39

<PAGE>

                  SECTION 511.      Delay or Omission Not Waiver.

                  Except as otherwise provided in the last paragraph of Section
306, no delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.

                  Every right and remedy given by this Article or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.

                  SECTION 512.      Control by Holders.

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

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

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

                  (3)      subject to the provisions of Section 601, the Trustee
         shall have the right to decline to follow such direction if the Trustee
         in good faith shall, by a Responsible Officer or Officers of the
         Trustee, determine that the proceeding so directed would be unjustly
         prejudicial to the Holders not joining in any such direction or would
         involve the Trustee in personal liability.

                  Upon receipt by the Trustee of any written notice directing
the time, method or place of conducting any such proceeding or exercising any
such trust or power, with respect to Securities of a series all or part of which
is represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless the Holders of a majority in principal amount of the
Outstanding Securities of such series shall have joined in such notice prior to
the day which is 90 days after such record date, such notice shall automatically
and without further action by any Holder be canceled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new

                                       40

<PAGE>

notice identical to a notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 512.

                  SECTION 513.      Waiver of Past Defaults.

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

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

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

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

                  SECTION 514.      Undertaking for Costs.

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

                  SECTION 515.      Waiver of Stay or Extension Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time

                                       41

<PAGE>

hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                   ARTICLE SIX
                                   THE TRUSTEE

                  SECTION 601.      Certain Duties and Responsibilities.

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

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

                  (2)      in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificates or opinions
         which by any provisions hereof are specifically required to be
         furnished to the Trustee, the Trustee shall be under a duty to examine
         the same to determine whether or not they conform to the requirements
         of this Indenture.

                  (b)      In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

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

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

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

                  (3)      the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of Holders

                                       42

<PAGE>

         pursuant to Section 512 relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Indenture with respect to the Securities of such series.

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

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

                  SECTION 602.      Notice of Defaults.

                  Within 90 days after actual knowledge the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee
shall transmit by mail to all Holders of Securities of such series, as their
names and addresses appear in the Securities Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of (or premium, if any) or interest on any Security of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of
Securities of such series; and provided, further, that, in the case of any
default of the character specified in Section 501(3), no such notice to Holders
of Securities of such series shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.

                  SECTION 603.      Certain Rights of Trustee.

                  Subject to the provisions of Section 601:

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

                                       43

<PAGE>

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

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

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

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

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

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

                  SECTION 604.      Not Responsible for Recitals or
                                    Issuance of Securities.

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of the Securities or the proceeds thereof.

                                       44

<PAGE>

                  SECTION 605.      May Hold Securities.

                  The Trustee, any Paying Agent, Securities Registrar or any
other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities and, subject to Sections 608 and 613, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Securities Registrar or such other agent.

                  SECTION 606.      Money Held In Trust.

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

                  SECTION 607.      Compensation and Reimbursement.

                  The Company agrees

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

                  (2)      to reimburse the Trustee upon its request for all
         reasonable expenses, disbursements and advances incurred or made by the
         Trustee in accordance with any provision of this Indenture (including
         the reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

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

                  To secure the Company's payment obligations in this Section,
the Company and the Holders agree that the Trustee shall have a lien prior to
the Securities on all money or property held or collected by the Trustee. Such
lien shall survive the satisfaction and discharge of this Indenture.

                                       45

<PAGE>

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 501(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Reform Act of 1978 or a successor statute.

                  SECTION 608.      Disqualification; Conflicting
                                    Interests.

                  The Trustee for the Securities of any series issued hereunder
shall be subject to the provisions of Section 310(b) of the Trust Indenture Act.
Nothing herein shall prevent the Trustee from filing with the Commission the
application referred to in the second to last paragraph of Section 310(b) of the
Trust Indenture Act.

                  SECTION 609.      Corporate Trustee Required; Eligibility.

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

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

                  (b)      a corporation or other Person organized and doing
         business under the laws of a foreign government that is permitted to
         act as Trustee pursuant to a rule, regulation or order of the
         Commission, authorized under such laws to exercise corporate trust
         powers, and subject to supervision or examination by authority of such
         foreign government or a political subdivision thereof substantially
         equivalent to supervision or examination applicable to United States
         institutional trustees,

in either case having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal or State authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then,
for the purpose of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article. Neither the Company nor any Person directly or indirectly
controlling, controlled by or under common control with the Company shall serve
as Trustee for the Securities of any series issued hereunder.

                                       46

<PAGE>

                  SECTION 610.      Resignation and Removal; Appointment of
                                    Successor.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 611.

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

                  (c)      The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.

                  (d)      If at any time:

                  (1)      the Trustee shall fail to comply with Section 608
         after written request therefor by the Company or by any Holder who has
         been a bona fide Holder of a Security for at least six months, or

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

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

then, in any such case, (i) the Company by Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee with respect to
the Securities of that or those series. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be

                                       47

<PAGE>

appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona fide Holder of a
Security for at least six months may, subject to Section 514, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

                  SECTION 611.      Acceptance of Appointment by Successor.

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

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

                                       48

<PAGE>

such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts, and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates;
but, on request of the Company or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates.

                  (c)      Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

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

                  SECTION 612.      Merger, Conversion, Consolidation or
                                    Succession to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated, and
in case any Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
Trustee or in the name of such successor

                                       49

<PAGE>

Trustee, and in all cases the certificate of authentication shall have the full
force which it is provided anywhere in the Securities or in this Indenture that
the certificate of the Trustee shall have.

                  SECTION 613.      Preferential Collection of Claims Against
                                    Company.

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

                  SECTION 614.      Appointment of Authenticating Agent.

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

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

                                       50

<PAGE>

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provision of this Section.

                  The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

                  If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

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

                                             THE CHASE MANHATTAN BANK
                                             (NATIONAL ASSOCIATION),

                                             ___________________________________
                                             As Trustee

                                             By: _______________________________
                                                 As Authenticating Agent

                                             By: _______________________________
                                                 Authorized Officer

                                       51

<PAGE>

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701.      Company to Furnish Trustee Names and
                                    Addresses of Holders.

                  The Company will furnish or cause to be furnished to the
Trustee.

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

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Securities Registrar.

                  SECTION 702.      Preservation of Information, Communications
                                    to Holders.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 701 and the
names and addresses of Holders received by the Trustee in its capacity as
Securities Registrar. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.

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

                  (c)      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 either of them shall be held accountable by reason
of the disclosure of information as to the names and addresses of the Holders
made pursuant to the Trust Indenture Act.

                  SECTION 703.      Reports by Trustee.

                  (a)      The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act, at the times and in the manner provided
pursuant thereto.

                                       52

<PAGE>

                  (b)      Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than July 15
in each calendar year, commencing with the first July 15 after the first
issuance of Securities under this Indenture.

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

                  SECTION 704.      Reports by Company.

                  The Company shall file with the Trustee and with the
Commission, and transmit to Holders, such in ormation, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided in the Trust Indenture
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days
after the same is required to be filed with the Commission. Notwithstanding that
the Company may not be required to remain subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company shall
continue to file with the Commission and provide the Trustee and Holders with
the annual reports and the information, documents and other reports which are
specified in Sections 13 and 15(d) of the Securities Exchange Act of 1934. The
Company also shall comply with the other provisions of Trust Indenture Act
Section 314(a).

                                 ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 801.      Company May Consolidate, Etc., Only on
                                    Certain Terms.

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

                  (1)      in case the Company shall consolidate with or merge
         into another corporation or convey, transfer or lease its properties
         and assets substantially as an entirety to any Person, the corporation
         formed by such consolidation or into which the Company is merged or the
         Person which acquires by conveyance or

                                       53

<PAGE>

         transfer, or which leases, the properties and assets of the Company
         substantially as an entirety shall be a corporation organized and
         existing under the laws of the United States of America or any State or
         the District of Columbia, and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, the due and punctual payment of the
         principal of (and premium, if any) and interest on all the Securities
         and the performance of every covenant of this Indenture on the part of
         the Company to be performed or observed;

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

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate and an opinion of Counsel each stating that such
         consolidation, merger, conveyance, transfer or lease and any such
         supplemental indenture complies with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with; and the Trustee, subject to Section 601, may
         rely upon such Officers' Certificate and opinion of Counsel as
         conclusive evidence that such transaction complies with this Section
         801.

                  SECTION 802.      Successor Corporation Substituted.

                  Upon any consolidation or merger by the Company with or into
any other corporation, or any conveyance, transfer or lease by the Company of
its properties and assets substantially as an entirety to any Person in
accordance with Section 801, the successor corporation formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein; and in the event of any such conveyance, transfer or lease the Company
shall be discharged from all obligations and covenants under the Indenture and
the Securities and may be dissolved and liquidated.

                  Such successor corporation may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication
pursuant to such provisions and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee on its behalf

                                       54

<PAGE>

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

                  In case of any such consolidation, merger, sale, conveyance or
lease, such changes in phraseology and form may be made in the Securities
thereafter to be issued as may be appropriate.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

                  SECTION 901.      Supplemental Indentures Without Consent of
                                    Holders.

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

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

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

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

                  (4)      to establish the form or terms of Securities of any
         series as permitted by Sections 201 or 301; or

                  (5)      to add to the covenants of the Company for the
         benefit of the Holders of all or any series of Securities (and if such
         covenants are to be for the benefit of less than all series of
         Securities, stating that such covenants are expressly being included
         solely for the benefit of such series) or to surrender any right or
         power herein conferred upon the Company; or

                  (6)      to add any additional Events of Default; or

                                       55

<PAGE>

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

                  (8)      to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture, provided such action shall not
         materially adversely affect the interest of the Holders of Securities
         of any series; or

                  (9)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities of one or more series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 611(b).

                  SECTION 902.      Supplemental Indentures with Consent of
                                    Holders.

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

                  (1)      change the Stated Maturity of the principal of, or
         any installment of interest on, any Outstanding Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or reduce the amount of principal
         of an Original Issue Discount Security that would be due and payable
         upon a declaration of acceleration of the Maturity thereof pursuant to
         Section 502, or change the place of payment, or the coin or currency in
         which any Outstanding Security or the interest thereon is payable, or
         impair the right to institute suit for the enforcement of any such
         payment on or after the Stated Maturity thereof, or

                  (2)      reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any

                                       56

<PAGE>

         waiver (of compliance with certain provisions of this Indenture or
         certain defaults hereunder and their consequences) provided for in this
         Indenture, or

                  (3)      modify any of the provisions of this Section, Section
         513 or Section 1008, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each Security
         affected thereby.

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

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

                  SECTION 903.      Execution of Supplemental Indentures.

                  In executing or accepting the additional trusts created by by
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture, and that all conditions precedent have been complied with. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

                  SECTION 904.      Effect of Supplemental Indentures.

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

                  SECTION 905.      Conformity with Trust Indenture Act.

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

                                       57

<PAGE>

                  SECTION 906.      Reference in Securities to Supplemental
                                    Indentures.

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

                                   ARTICLE TEN
                                    COVENANTS

                  SECTION 1001.     Payment of Principal, Premium and Interest.

                  The Company covenants and agrees for the benefit of each
series of securities that it will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities of that series in accordance
with the terms of such Securities and this Indenture.

                  SECTION 1002.     Maintenance of Office or Agency.

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

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all of such purposes, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
and any change in the location of any such office or agency.

                                       58

<PAGE>

                  SECTION 1003.     Money for Security Payments to be Held in
                                    Trust.

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

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

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

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

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

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

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by the Company or any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or

                                       59

<PAGE>

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

                  SECTION 1004.     Payment of Taxes and Other Claims.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Restricted
Subsidiary or upon the income, profits or property of the Company or any
Restricted Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Restricted Subsidiary; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

                  SECTION 1005.     Maintenance of Properties.

                  The Company will cause all properties used or useful in the
conduct of its business or the business of any Restricted Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the operation and maintenance of any of such properties if such
discontinuance is, in the judgment of the Board of Directors of the Company,
desirable in the conduct of its business or the business of any Restricted
Subsidiary and not disadvantageous in any material respect to the Holders.

                                       60

<PAGE>

                  SECTION 1006.     Statement as to Compliance.

                  The Company shall deliver to the Trustee, within 120 days
after the end of each calendar year of the Company ending after the date hereof,
an Officers' Certificate covering the preceding calendar year, stating whether
or not to the best knowledge of the signers thereof the Company is in default in
the performance, observance or fulfillment of or compliance with any of the
terms, provisions, covenants and conditions of this Indenture, and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge. For the purpose of this Section
1006, compliance shall be determined without regard to any grace period or
requirement of notice provided pursuant to the terms of this Indenture.

                  SECTION 1007.     Corporate Existence.

                  Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect the
corporate existence and rights (charter and statutory) of itself and of each
Restricted Subsidiary; provided, however, that the Company shall not be required
to preserve any such right if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company or such Restricted Subsidiary and that the loss thereof is not
disadvantageous in any material respect to the Holders.

                  SECTION 1008.     Limitations upon Liens.

                  (a)      The Company will not, nor will it permit any
Restricted Subsidiary to, issue, assume or guarantee any indebtedness for money
borrowed secured by a Lien upon any Principal Property of the Company or any
Restricted Subsidiary or on any shares of capital stock of any Restricted
Subsidiary (whether such Principal Property or shares of stock are now owned or
hereafter acquired) without in any such case making or causing to be made
effective provision (and the Company covenants that in any such case it shall
make or cause to be made effective provision) whereby the Securities of each
series then Outstanding, other than series which by their terms are not entitled
to the benefits of this Section, will be secured equally and ratably with, or
prior to, such indebtedness or guarantee; it being understood that in such event
the Company may also so secure any other such indebtedness of the Company or
such Restricted Subsidiary entitled thereto, subject to any applicable priority
of payment.

                  (b)      The provisions of paragraph (a) of this Section shall
not, however, apply to any indebtedness secured by any one or more of the
following:

                  (1)      Liens on property, or shares of stock of or
         guaranteed by any corporation existing at the time such corporation
         becomes a Restricted Subsidiary;

                                       61

<PAGE>

                  (2)      Liens on property existing at the time of acquisition
         of such property by the Company or a Restricted Subsidiary, or Liens on
         property which secure the payment of all or any part of the purchase
         price of such property upon the acquisition of such property by the
         Company or a Restricted Subsidiary, or Liens on property which secure
         any such indebtedness incurred or guaranteed by the Company or a
         Restricted Subsidiary incurred or guaranteed for the purpose of
         financing all or any part of the purchase price of such property or the
         construction of such property (including improvements to existing
         property) within 180 days after the latest of the acquisition,
         completion of construction (including any improvements on an existing
         property) or commencement of operation of such property;

                  (3)      Liens securing such indebtedness of a Restricted
         Subsidiary owing to the Company or to a wholly-owned Restricted
         Subsidiary;

                  (4)      Liens on property of a corporation existing at the
         time such corporation is merged into or consolidated with the Company
         or a Restricted Subsidiary or at the time of a purchase, lease or other
         acquisition of the properties of a corporation or other Person as an
         entirety by the Company or a Restricted Subsidiary;

                  (5)      Liens on property of the Company or a Restricted
         Subsidiary in favor of the United States of America or any State
         thereof, or any department, agency or instrumentality or political
         subdivision of the United States of America or any State thereof, or in
         favor of any other country, or any political subdivision thereof, to
         secure any indebtedness incurred or guaranteed for the purpose of
         financing all or any part of the purchase price or the cost of
         construction of the property subject to such Liens within 180 days
         after the latest of the acquisition, completion of construction
         (including improvements on existing property) or commencement of
         operation of such property; or

                  (6)      any extension, renewal or replacement (or successive
         extensions, renewals or replacements) in whole or in part of any Liens
         referred to in the foregoing clauses (1) to (5), inclusive; provided,
         however, that the principal amount of such indebtedness secured thereby
         shall not exceed the principal amount of such indebtedness so secured
         at the time of such extension, renewal or replacement, and that such
         extension, renewal or replacement shall be limited to all or a part of
         the property which secured the Lien so extended, renewed or replaced
         (plus improvements and construction on such property).

                  (c)      Notwithstanding the foregoing provisions of this
Section 1008, the Company and any one or more Restricted subsidiaries may
without securing any of the Securities issue, assume or guarantee indebtedness
secured by any Lien which would

                                       62

<PAGE>

otherwise be subject to the foregoing restrictions in an aggregate amount which,
together with all other indebtedness of the Company and its Restricted
Subsidiaries issued, assumed or guaranteed under the provisions of this
subsection (c) (not including indebtedness permitted to be secured under clauses
(1) through (6) of Section 1008(b)), does not at the time exceed 10% of
Consolidated Net Tangible Assets.

                  SECTION 1009.     Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 1004, 1005, 1007 and 1108,
inclusive, with respect to the Securities of any series if before or after the
time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the company in respect of any
such covenant or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

                  SECTION 1101.     Applicability of This Article.

                  Redemption of Securities (whether by operation of a sinking
fund or otherwise) as permitted or required by any form of Security issued
pursuant to this Indenture shall be made in accordance with such form of
Security and this Article; provided, however, that if any provision of any such
form of Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern. Except as otherwise set forth
in the form of Security for such series, each Security shall be subject to
partial redemption only in the amount of $1,000 or integral multiples of $1,000.

                  SECTION 1102.     Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company of less than all of the Securities of any particular
series and having the same terms, the Company shall, at least 60 days prior to
the date fixed for redemption (unless a shorter notice shall be satisfactory to
the Trustee) and 10 days prior to the date fixed for giving notice to the
Holders pursuant the Holders pursuant to Section 1104, notify the Trustee of
such date and of the principal amount of Securities of that series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities, the
Company

                                       63

<PAGE>

shall furnish the Trustee with an Officers' Certificate and an opinion of
Counsel evidencing compliance with such restriction.

                  SECTION 1103.     Selection of Securities to be Redeemed.

                  If less than all the Securities of a particular series and
having the same terms are to be redeemed, the Trustee shall select, not more
than 60 days prior to the date fixed for redemption, in such manner as in its
sole discretion it shall deem appropriate and fair, the Securities or portions
thereof of such series to be redeemed. The Trustee shall promptly notify the
Company in writing of the Securities selected for partial redemption and the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities 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. If the Company shall so direct, Securities
registered in the name of the Company, any Affiliate or any Subsidiary thereof
shall not be included in the Securities selected for redemption.

                  SECTION 1104.     Notice of Redemption.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not later than the thirtieth day, and not earlier than
the sixtieth day, prior to the date fixed for redemption, to each Holder of
Securities to be redeemed, at the address of such Holder as it appears in the
Securities Register.

                  With respect to Securities of each series to be redeemed, each
notice of redemption shall state:

                  (a)      the date fixed for redemption for Securities of such
series;

                  (b)      the redemption price at which Securities of such
series are to be redeemed;

                  (c)      if less than all Outstanding Securities of such
particular series and having the same terms are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the particular Securities to be redeemed;

                  (d)      that on the date fixed for redemption, the redemption
price at which such Securities are to be redeemed will become due and payable
upon each such Security or portion thereof, and that interest thereon, if any,
shall cease to accrue on and after said date;

                  (e)      the place or places where such Securities are to be
surrendered for payment of the redemption price at which such Securities are to
be redeemed; and

                                       64

<PAGE>

                  (f)      that the redemption is for a sinking fund, if such is
the case.

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

                  SECTION 1105.     Deposit of Redemption Price.

                  Prior to the redemption date specified in the notice of
redemption given as provided in Section 1104, the Company will deposit with the
Trustee or with one or more paying agents an amount of money sufficient to
redeem on the redemption date all the Securities so called for redemption at the
applicable redemption price.

                  SECTION 1106.     Payment of Securities Called for Redemption.

                  If any notice of redemption has been given as provided in
Section 1104, the Securities or portion of Securities with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable redemption price. On
presentation and surrender of such Securities at a place of payment in said
notice specified, the said securities or the specified portions thereof shall be
paid and redeemed by the Company at the applicable redemption price.

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

                  SECTION 1107.     Company's Right of Redemption.

                  Unless otherwise specified as contemplated by Section 301 with
respect to the Securities of a particular series and notwithstanding any
additional redemption rights that may be so specified, the Company may, at its
option, redeem the Securities of any series on any Interest Payment Date with
respect thereto after their date of issuance in whole at any time or in part
from time to time, subject to the provisions of this Section 1107 and the other
provisions of this Article Eleven. The redemption price for any Security so
redeemed shall equal any accrued and unpaid interest thereon to the date

                                       65

<PAGE>

fixed for redemption, plus the greater of (a) the principal amount therefore and
(b) an amount equal to (i) in respect of the Securities of any series bearing
interest at a fixed rate, the Discounted Remaining Fixed Amount Payments or (ii)
in respect of the Securities of any series bearing interest determined by
reference to a floating rate, the Discounted Swap Equivalent Payments. For
purposes of this Section 1107, the following terms shall have the meanings set
forth below:

                  "Discounted Remaining Fixed Amount Payments" means, in respect
of a Security of any series bearing interest at a fixed rate, an amount equal to
the sum of the Current Values of the amounts of interest and principal that
would have been payable by the Company pursuant to the terms of such Security on
each Interest Payment Date after the date fixed for redemption pursuant to this
Section 1107 and at the Stated Maturity of the final payment of principal
thereof (taking into account any required sinking fund payments but otherwise
assuming that the Company had not redeemed such Security prior to such Stated
Maturity).

                  "Current Value" means, in respect of any amount, the present
value of that amount on the date fixed for redemption pursuant to this Section
1107 after discounting that amount on a semiannual basis from the originally
scheduled date for payment on the basis of the Treasury Rate, all computed in
accordance with generally accepted financial practice.

                  "Treasury Rate" means a per annum rate (expressed as a decimal
and, in the case of United States Treasury bills, converted to a per annum
yield) determined on the date fixed for redemption pursuant to this Section 1107
to be the per annum rate equal to the semiannual bond equivalent yield to
maturity for United States Treasury securities maturing at the Stated Maturity
of the final payment of principal of any series of Securities redeemed pursuant
to this Section 1107, as determined (i) by reference to the weekly average yield
to maturity for United States Treasury securities maturing on such Stated
Maturity as reported in the most recent Statistical Release H.15(519) of the
Board of Governors of the Federal Reserve, or (ii) if no such weekly average
yield is so reported, by interpolation between the most recent weekly average
yields to maturity for two series of United States Treasury securities, (a) one
maturing as close as possible to, but earlier than, such Stated Maturity and (b)
the other maturing as close as possible to, but later than, such Stated
Maturity, in each case as published in the most recent Statistical Release
H.15(519) of the Board of Governors of the Federal Reserve.

                  "Discounted Swap Equivalent Payments" means, in respect of a
Security of any series bearing interest determined by reference to a floating
rate, an amount equal to the sum of (i) the Current Value of the amount of
principal that would have been payable by the Company pursuant to the terms of
such Security at the Stated Maturity of the final payment of the principal
thereof (taking into effect any required sinking fund payments but otherwise
assuming that the Company had not redeemed such Security

                                       66

<PAGE>

prior to such Stated Maturity) and (ii) the sum of the Current Values of the
fixed rate payments that Reference Market-makers would require to be paid by an
assumed fixed rate payer having the same credit standing as the Company against
floating rate payments to be made by such Reference Market-makers equal to the
interest payments on the Security being redeemed (taking into effect any
required sinking fund payments but otherwise assuming the Company had not
redeemed such Security prior to such Stated Maturity) under an interest rate
swap agreement documented under standard forms of the International Swap Dealers
Association, Inc., and having a notional principal amount equal to the principal
amount of such Security, a termination date set at the Stated Maturity of such
Security and payment dates for both fixed and floating rate payers set at each
Interest Payment Date of such Security. The Trustee (or its agent) will request
each Reference Market-maker to provide its quotation of such fixed rate payments
to the extent practicable as of the same time (without regard to different time
zones) on a date that is no more than five Business Days prior to the date on
which the notice of redemption required by Section 1104 is first mailed to the
Holders of the Securities being redeemed. If more than three such quotations are
provided, the fixed rate payments will be the arithmetic mean of the dollar
equivalent of such quotations without regard to the quotations having the
highest and lowest values. If exactly three such quotations are provided, the
fixed rate payments will be the quotation remaining after disregarding the
quotations having the highest and lowest values.

                  "Reference Market-Makers" means four leading dealers in the
market for interest rate swaps selected by the Trustee (or its agent) in good
faith from among dealers of the highest credit standing which satisfy all the
criteria that the Trustee (or its agent) applies generally at the time in
deciding whether to offer or to make an extension of credit or, if quotations
from four such leading dealers are not reasonably obtainable, three such leading
dealers.

                                 ARTICLE TWELVE
                                  SINKING FUNDS

                  SECTION 1201.     Applicability of Article.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 301 for such Securities.

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

                                       67

<PAGE>

series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of such
Securities.

                  SECTION 1202.     Satisfaction of Sinking Fund Payments with
                                    Securities.

                  In lieu of making all or any part of a mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company may at
its option, at any time no more than 16 months and no less than 30 days prior to
the date on which such sinking fund payment is due, deliver to the Trustee
Securities of such series (together with the unmatured Coupons, if any,
appertaining thereto) theretofore purchased or otherwise acquired by the
Company, except Securities of such series that have been redeemed through the
application of mandatory or optional sinking fund payments pursuant to the terms
of the Securities of such series, accompanied by a Company Order instructing the
Trustee to credit such obligations and stating that the Securities of such
series were originally issued by the Company by way of bona fide sale or other
negotiation for value; provided that the Securities to be so credited have not
been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the redemption price for such
Securities, as specified in the Securities so to be redeemed, for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

                  SECTION 1203.     Redemption of Securities for Sinking Fund.

                  Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash in the
currency in which the Securities of such series are payable (except as provided
pursuant to Section 301) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities pursuant to Section 1202 and
will also deliver to the Trustee any Securities to be so delivered. Such
Certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the succeeding sinking fund payment date. In the case of the failure
of the Company to deliver such Certificate (or, as required by this Indenture,
the Securities and coupons, if any, specified in such Certificate), the sinking
fund payment due on the succeeding sinking fund payment date for such series
shall be paid entirely in cash and shall be sufficient to redeem the principal
amount of the Securities of such series subject to a mandatory sinking fund
payment without the right to deliver or credit securities as provided in Section
1202 and without the right to make the optional sinking fund payment with
respect to such series at such time.

                                       68

<PAGE>

                  Any sinking fund payment or payments (mandatory or optional)
made in cash plus any unused balance of any preceding sinking fund payments made
with respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Securities
of such series at the redemption price specified in such Securities with respect
to the sinking fund. Any sinking fund moneys not so applied or allocated by the
Trustee (or by the Company if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 1003) for such series and
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 1203. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 1003) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Securities of
such series at Maturity. The Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 1106. On or before each sinking fund
payment date, the Company shall pay to the Trustee (or, if the Company is acting
as its own Paying Agent, the Company shall segregate and hold in trust as
provided in Section 1003) in cash a sum in the currency in which Securities of
such series are payable (except as provided pursuant to Section 301) equal to
the principal and any interest accrued to the redemption date for Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 1203.

                  Neither the Trustee nor the Company shall redeem any
Securities of a series with sinking fund moneys or mail any notice of redemption
of Securities of such series by operation of the sinking fund for such series
during the continuance of a default in payment of interest, if any, on any
Securities of such series or of any Event of Default (other than an Event of
Default occurring as a consequence of this paragraph) with respect to the
securities of such series, except that if the notice of redemption shall have
been provided in accordance with the provisions hereof, the Trustee (or the
Company if the Company is then acting as its own Paying Agent) shall redeem such
Securities if cash sufficient for that purpose shall be deposited with the
Trustee (or segregated by the Company) for that purpose in accordance with the
terms of this Article Twelve. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default shall
occur and any moneys thereafter paid into such sinking

                                       69

<PAGE>

fund shall, during the continuance of such default or Event of Default, be held
as security for the payment of the Securities and coupons, if any, of such
series; provided, however, that in case such default or Event of Default shall
have been cured or waived herein, such moneys shall thereafter be applied on the
next sinking fund payment date for the Securities of such series on which such
moneys may be applied pursuant to the provisions of this Section 1203.

                                     * * * *

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

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

                                             ITT HARTFORD GROUP, INC.

                                             By: /s/ J. Richard Garrett
                                                 -------------------------------

Attest:

/s/ Michael S. Wilder
------------------------------------

                                             THE CHASE MANHATTAN BANK
                                             (NATIONAL ASSOCIATION), as Trustee

                                             By: /s/ A. K. Crain
                                                 ------------------------------
                                                 Vice President

                                       70

<PAGE>

State of Connecticut   :
                       :             ss.     Hartford
County of Hartford     :

                  On the 20th day of October, 1995 before me personally came J.
Richard Garrett, to me known, who being duly sworn, did depose and say that
he/she is Vice President and Associate Treasurer of ITT Hartford Group, Inc.,
one of the corporations described in and which executed the foregoing
instrument; that the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.

                                             /s/ Arleen Simons
                                             -----------------------------------
                                             Notary Public
                                             My Commission Expires: 10-31-97

State of New York    :
                     :               ss.
County of Suffolk    :

                  On the 20th day of October, 1995 before me personally came A.
K. Crain, to me known, who being duly sworn, did depose and say that he/she is a
Vice President of The Chase Manhattan Bank (National Association), a national
banking association described in and which executed the foregoing instrument;
that he knows the seal of said association; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said association, and that he signed his name thereto by
like authority.

                                             /s/ Josephine Mannino
                                             -----------------------------------
                                             Notary Public
                                             My Commission