EXHIBIT 4.1

                         WINTRUST FINANCIAL CORPORATION

                                    as Issuer

                                       and

                            BNY MIDWEST TRUST COMPANY

                                   as Trustee
                               __________________



                                    INDENTURE

                       dated as of ________________, 200__


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                                TABLE OF CONTENTS

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ARTICLE 1.        DEFINITIONS AND INCORPORATION BY REFERENCE.....................................................1

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

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

         Section 1.03          Trust Indenture Act...............................................................4

         Section 1.04          Rules of Construction.............................................................4

ARTICLE 2.        THE SECURITIES.................................................................................5

         Section 2.01          Unlimited Amount, Issuable in Series, Form and Dating.............................5

         Section 2.02          Execution and Authentication......................................................7

         Section 2.03          Registrar and Paying Agent........................................................7

         Section 2.04          Paying Agent to Hold Money in Trust...............................................8

         Section 2.05          Securityholder Lists..............................................................8

         Section 2.06          Transfer and Exchange.............................................................8

         Section 2.07          Replacement Securities............................................................8

         Section 2.08          Outstanding Securities............................................................9

         Section 2.09          Temporary Securities..............................................................9

         Section 2.10          Cancellation......................................................................9

         Section 2.11          Defaulted Interest................................................................9

         Section 2.12          Special Record Dates.............................................................10

         Section 2.13          Form of Securities...............................................................10

         Section 2.14          CUSIP Numbers....................................................................12

ARTICLE 3.        REDEMPTION....................................................................................12

         Section 3.01          Notices to Trustee...............................................................12

         Section 3.02          Selection of Securities to be Redeemed...........................................12

         Section 3.03          Notice of Redemption.............................................................13

         Section 3.04          Effect of Notice of Redemption...................................................13

         Section 3.05          Deposit of Redemption Price......................................................13

         Section 3.06          Securities Redeemed in Part......................................................13

ARTICLE 4.        COVENANTS.....................................................................................14

         Section 4.01          Payment of Securities............................................................14

         Section 4.02          Commission Reports...............................................................14

         Section 4.03          Compliance Certificate...........................................................14

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                                TABLE OF CONTENTS
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         Section 4.04          Calculation of Original Issue Discount...........................................14

ARTICLE 5.        SUCCESSORS....................................................................................15

         Section 5.01          When Company May Merge, Etc......................................................15

         Section 5.02          Successor Corporation Substituted................................................15

ARTICLE 6.        DEFAULTS AND REMEDIES.........................................................................15

         Section 6.01          Events of Default................................................................15

         Section 6.02          Acceleration.....................................................................17

         Section 6.03          Other Remedies...................................................................17

         Section 6.04          Waiver of Defaults...............................................................18

         Section 6.05          Control By Majority..............................................................18

         Section 6.06          Limitation On Suits..............................................................18

         Section 6.07          Rights of Holders to Receive Payment.............................................18

         Section 6.08          Collection Suit By Trustee.......................................................19

         Section 6.09          Trustee May File Proofs of Claim.................................................19

         Section 6.10          Priorities.......................................................................19

         Section 6.11          Undertaking for Costs............................................................19

ARTICLE 7.        TRUSTEE.......................................................................................20

         Section 7.01          Duties of Trustee................................................................20

         Section 7.02          Rights of Trustee................................................................21

         Section 7.03          Individual Rights of Trustee.....................................................22

         Section 7.04          Trustee's Disclaimer.............................................................22

         Section 7.05          Notice of Defaults...............................................................22

         Section 7.06          Reports By Trustee to Holders....................................................22

         Section 7.07          Compensation and Indemnity.......................................................22

         Section 7.08          Replacement of Trustee...........................................................23

         Section 7.09          Successor Trustee By Merger, Etc.................................................24

         Section 7.10          Eligibility; Disqualification....................................................24

         Section 7.11          Preferential Collection of Claims Against Company................................24

ARTICLE 8.        SATISFACTION AND DISCHARGE; DEFEASANCE........................................................24

         Section 8.01          Satisfaction and Discharge of Indenture..........................................24

         Section 8.02          Application of Trust Funds; Indemnification......................................25

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         Section 8.03          Legal Defeasance of Securities of Any Series.....................................26

         Section 8.04          Covenant Defeasance..............................................................27

         Section 8.05          Repayment to Company.............................................................28

ARTICLE 9.        SUPPLEMENTS, AMENDMENTS AND WAIVERS...........................................................28

         Section 9.01          Without Consent of Holders.......................................................28

         Section 9.02          With Consent of Holders..........................................................29

         Section 9.03          Revocation and Effect of Consents................................................30

         Section 9.04          Notation on or Exchange of Securities............................................30

         Section 9.05          Trustee to Sign Amendments, Etc..................................................31

ARTICLE 10.       MISCELLANEOUS.................................................................................31

         Section 10.01         Notices..........................................................................31

         Section 10.02         Communication By Holders With Other Holders......................................32

         Section 10.03         Certificate and Opinion as to Conditions Precedent...............................32

         Section 10.04         Statements Required in Certificate or Opinion....................................32

         Section 10.05         Rules By Trustee and Agents......................................................32

         Section 10.06         Legal Holidays...................................................................32

         Section 10.07         No Recourse Against Others.......................................................32

         Section 10.08         Counterparts.....................................................................33

         Section 10.09         Governing Law; Waiver of Trial by Jury...........................................33

         Section 10.10         Severability.....................................................................33

         Section 10.11         Effect of Headings, Table of Contents, Etc.......................................33

         Section 10.12         Successors and Assigns...........................................................33

         Section 10.13         No Interpretation of Other Agreements............................................33

         Section 10.14         Force Majeure....................................................................33
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                                         iii


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                             CROSS-REFERENCE TABLE*

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

310      (a)(1)                                   7.10
         (a)(2)                                   7.10
         (a)(3)                                   N.A.
         (a)(4)                                   N.A.
         (a)(5)                                   7.10
         (b)                                      7.03; 7.08; 7.10
         (c)                                      N.A.
311      (a)                                      7.11
         (b)                                      7.11
         (c)                                      N.A.
312      (a)                                      2.05
         (b)                                      10.02
         (c)                                      10.02
313      (a)                                      7.06
         (b)                                      7.06
         (c)                                      7.06; 10.01
         (d)                                      7.06
314      (a)                                      4.02; 10.01
         (b)                                      N.A.
         (c)(1)                                   10.03
         (c)(2)                                   10.03
         (c)(3)                                   N.A.
         (d)                                      N.A.
         (e)                                      10.04
         (f)                                      N.A.
315      (a)                                      7.01(b)(i); 7.01(b)(ii); 7.02
         (b)                                      7.05; 10.01
         (c)                                      7.01(a); 7.02
         (d)                                      7.01(c); 7.02
         (e)                                      6.11
316      (a)(last sentence)                       2.08
         (a)(1)(A)                                6.05
         (a)(1)(B)                                6.04
         (a)(2)                                   N.A.
         (b)                                      6.07
         (c)                                      2.12; 9.03
317      (a)(1)                                   6.08
         (a)(2)                                   6.09
         (b)                                      2.04


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

318      (a)                                      1.03
         (b)                                      N.A.
         (c)                                      1.03

------------------
N.A. means not applicable.
* This Cross-Reference Table is not part of the Indenture.


                                        v
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         INDENTURE dated as of ____________, 20__ between Wintrust Financial
Corporation, an Illinois corporation (the "Company"), and BNY Midwest Trust
Company, an Illinois trust company, as Trustee (the "Trustee").

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of each series of the Securities:

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01      Certain Definitions.

         "Affiliate" means any Person controlling or controlled by or under
common control with the Company. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting stock, by agreement or otherwise.

         "Agent" means any Registrar, Paying Agent, authenticating agent or
co-Registrar.

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

         "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 pursuant to authorization by the Board of Directors
and to be in full force and effect on the date of such certification (and
delivered to the Trustee, if appropriate).

         "Closing Date" means the date on which the Securities of a particular
series were originally issued under this Indenture.

         "Commission" means the Securities and Exchange Commission.

         "Company" means the party named as such above until a successor
replaces it pursuant to this Indenture and thereafter means the successor.

         "Company Order" means a written order signed in the name of the Company
by two officers, one of whom must be the Company's principal executive officer,
principal financial officer or principal accounting officer.

         "Company Request" means a written request signed in the name of the
Company by its Chairman of the Board, a President or a Vice President, and by
its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.


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         "Corporate Trust Office" shall mean the corporate trust office of the
Trustee, which shall initially be 2 North LaSalle Street, Suite 1020, Chicago,
Illinois 60602, Attention: Corporate Trust Administration.

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

         "Depositary" means, with respect to 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 for such series by the Company,
which Depositary shall be a clearing agency registered under the Exchange Act;
and if at any time there is more than one such person, "Depositary" as used with
respect to the Securities of any series shall mean the Depositary with respect
to the Securities of such series.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are applicable to the circumstances as of the Closing Date.

         "Global Security" shall mean a Security issued to evidence all or a
part of any series of Securities that is executed by the Company and
authenticated and delivered by the Trustee to a Depositary or pursuant to such
Depositary's instructions, all in accordance with this Indenture and pursuant to
Section 2.01, which shall be registered as to principal and interest in the name
of such Depositary or its nominee.

         "Holder" or "Securityholder" means a Person in whose name a Security is
registered in the register of Securities kept by the Registrar.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Interest" when used with respect to an Original Issue Discount
Security that by its terms bears interest only after maturity, means interest
payable after maturity.

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

         "Officer" means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, any
Vice President, the Treasurer, the Controller, the Secretary, any Assistant
Treasurer or any Assistant Secretary of the Company.

         "Officers Certificate" means a certificate signed by two Officers, one
of whom must be the principal executive officer, principal financial officer or
principal accounting officer of the Company.

         "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company.

         "Original Issue Discount Security" means any Security which provides
that an amount less than its principal amount is due and payable upon
acceleration after an Event of Default.


                                       2
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         "Person" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "Principal" of a Security means the principal amount due on the Stated
Maturity of the Security plus the premium, if any, on the Security.

         "Securities" means the Securities authenticated and delivered under
this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Stated Maturity" when used with respect to any Security or any
installment of 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, partnership or limited liability
company of which the Company, or the Company and one or more Subsidiaries, or
any one or more Subsidiaries, directly or indirectly owns or own (i) in the case
of a corporation, voting securities entitling the holders thereof to elect a
majority of the directors, either at all times or so long as there is no default
or contingency which permits the holders of any other class of securities to
vote for the election of one or more directors, (ii) in the case of a
partnership, at least a majority of the general partnership interests and at
least a majority of total outstanding partnership interests or (iii) in the case
of a limited liability company, at least a majority of the membership interests.

         "TIA" means the Trust Indenture Act of 1939, as amended from time to
time, and as in effect on the date of execution of this Indenture; provided,
however, that in the event the TIA is amended after such date, "TIA" means, to
the extent required by such amendment, the Trust Indenture Act, as so amended.

         "Trustee" means the party named as such above until a successor becomes
such pursuant to this Indenture and thereafter means or includes each party who
is then a trustee hereunder, and if at any time there is more than one such
party, "Trustee" as used with respect to the Securities of any series means the
Trustee with respect to Securities of that series. If Trustees with respect to
different series of Securities are trustees under this Indenture, nothing herein
shall constitute the Trustees co-trustees of the same trust, and each Trustee
shall be the trustee of a trust separate and apart from any trust administered
by any other Trustee with respect to a different series of Securities.

         "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

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



                                       3
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         Section 1.02      Other Definitions.

                      Term                         Defined in Section
                      ----                         ------------------

              "Bankruptcy Law"                             6.01
              "Custodian"                                  6.01
              "Event of Default"                           6.01
              "Legal Holiday"                             10.06
              "Paying Agent"                               2.03
              "Place of Payment"                           2.01
              "Registrar"                                  2.03

         Section 1.03 Trust Indenture Act. The provisions of TIA Sections 310
through 317 that impose duties on any Person (including the provisions
automatically deemed included herein unless expressly excluded by this
Indenture) are a part of and govern this Indenture upon and so long as the
Indenture and Securities are subject to the TIA. If any provision of this
Indenture limits, qualifies or conflicts with such duties, the duties imposed by
the Indenture shall control. If a provision of the TIA requires or permits a
provision of this Indenture and the TIA provision is amended, then the Indenture
provision shall be automatically amended to like effect.

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

                  "indenture securities" means the Securities.

                  "indenture securityholder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
         Trustee.

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

         Section 1.04 Rules of Construction. Unless the context otherwise
requires:

                  (i) a term defined in Section 1.01 or 1.02 has the meaning
         assigned to it therein, and terms defined in the TIA and not defined in
         Section 1.01 or 1.02 have the meanings assigned to them in the TIA;

                  (ii) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (iii) "or" is not exclusive;

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

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

         (vi)     "including" means without limitation.


                                       4
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                                   ARTICLE 2.

                                 THE SECURITIES

         Section 2.01 Unlimited Amount, Issuable in Series, Form and Dating. The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited. The Securities may be issued in one or more
series. There shall be established in or pursuant to a Board Resolution or an
Officers Certificate pursuant to authority granted under a Board Resolution or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

         (a) the title of the Securities of the series (which shall distinguish
the Securities of the series from all other securities) and classification as
senior or subordinated indebtedness of the Company;

         (b) the price or prices (expressed as a percentage of the aggregate
principal amount thereof) at which the Securities of the series will be issued;

         (c) any limit upon the aggregate principal amount of Securities of the
series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to this
Article 2);

         (d) the date or dates on which the principal of the Securities of the
series is payable;

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

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

         (g) the price or prices at which (if any), the period or periods within
which (if any) and the terms and conditions upon which (if other than as
provided herein) Securities of the series may be redeemed, in whole or in part,
at the option, or as an obligation, of the Company;

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

         (i) the currency or currencies in which the Securities are issued and
payable;

         (j) the conversion or exchange provisions applicable to the Securities;

         (k) whether and upon what terms the series of Securities will be
convertible into equity or debt securities of the Company;

         (l) the denominations in which Securities of the series shall be
issuable;


                                       5
<PAGE>


         (m) whether the Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities and if so, whether the
Securities of the series are to be issued in temporary or permanent global form
or both; the terms and conditions, if any, upon which such Global Security or
Securities may be exchanged in whole or in part for other individual securities,
and the Depositary for such Global Security and Securities;

         (n) whether the Securities of the series shall be issued in registered
form or bearer form or both and, if the Securities are to be offered in bearer
form, (i) any restrictions applicable to the exchange of one for another and to
the offer, sale and delivery of those Securities in bearer form and (ii) whether
such Securities will be issued with coupons;

         (o) whether the Securities of the series shall be issued in definitive
form (whether upon original issue or upon exchange of a temporary Security), and
under what terms and conditions such Securities will be issued in definitive
form;

         (p) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02
hereof;

         (q) if the amount of payments of principal of or interest on the
Securities of the series may be determined with reference to an index,
including, without limitation, an index based on a currency or currencies other
than that in which the Securities are denominated or payable, or any other type
of index, the manner in which such amounts shall be determined;

         (r) any deletions from, modifications of or additions to the Events of
Default with respect to the Securities of a particular series (whether or not
such Events of Default are consisent with the Events of Default set forth
herein), if not set forth herein;

         (s) any deletions from, modifications of or additions to the covenants
set forth in Article 4 or the acceleration provisions applicable to Securities
of the series (whether or not such covenants or acceleration provisions are
consistent with the covenants or acceleration provisions set forth herein);

         (t) the provisions, if any, relating to any security provided for the
Securities of the series;

         (u) the Trustee for the series of Securities and any other agents for
the Securities;

         (v) if any Securities are to be issuable upon the exercise of warrants,
and the time, manner and place for such Securities to be authenticated and
delivered; or

         (w) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, but which may modify or
delete any provision of this Indenture with respect to such series; provided,
however, that no such term may modify or delete any provision hereof if imposed
by the TIA; and provided, further, that any modification or deletion of the
rights, duties or immunities of the Trustee hereunder shall have been consented
to in writing by the Trustee).

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

                                       6
<PAGE>


         The principal of and any interest on the Securities shall be payable at
the office or agency of the Company designated in the form of Security for the
series (each such place herein called the "Place of Payment"); provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the Person entitled thereto as such address shall
appear in the register of Securities referred to in Section 2.03 hereof.

         Each Security shall be in one of the forms approved from time to time
by or pursuant to a Board Resolution or Officers Certificate, or established in
one or more indentures supplemental hereto. Prior to the delivery of a Security
to the Trustee for authentication in any form approved by or pursuant to a Board
Resolution or Officers Certificate, the Company shall deliver to the Trustee the
Board Resolution or Officers Certificate by or pursuant to which such form of
Security has been approved, which Board Resolution or Officers Certificate shall
have attached thereto a true and correct copy of the form of Security that has
been approved by or pursuant thereto.

         The Securities may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Security shall be dated the date of its
authentication.

         Section 2.02 Execution and Authentication. Two officers shall sign the
Securities for the Company by manual or facsimile signature.

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

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

         The Trustee shall authenticate Securities for original issue upon a
Company Order.

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

         Section 2.03 Registrar and Paying Agent. The Company shall maintain an
office or agency where Securities of a particular series may be presented for
registration of transfer or for exchange (the "Registrar") and an office or
agency where Securities of that series may be presented for payment (a "Paying
Agent"). The Registrar for a particular series of Securities shall keep a
register of the Securities of that series and of their transfer and exchange.
The Company may appoint one or more co-Registrars and one or more additional
paying agents for each series of Securities. The term "Paying Agent" includes
any additional paying agent. The Company may change any Paying Agent, Registrar
or co-Registrar without prior notice to any Securityholder. The Company shall
notify the Trustee in writing of the name and address of any Agent not a party
to this Indenture.

         If the Company fails to maintain a Registrar or Paying Agent for any
series of Securities, the Trustee shall act as such. The Company or any of its
Affiliates may act as Paying Agent, Registrar or co-Registrar.

         The Company hereby appoints the Trustee the initial Registrar and
Paying Agent for each series of Securities unless another Registrar or Paying
Agent, as the case may be, is appointed prior to the time Securities of that
series are first issued.

                                       7
<PAGE>

         Section 2.04 Paying Agent to Hold Money in Trust. Whenever the Company
has 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 or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that such Paying Agent will hold in trust for the benefit of
the Securityholders of the particular series for which it is acting, or the
Trustee, all money held by the Paying Agent for the payment of principal or
interest on the Securities of such series, and that such Paying Agent will
notify the Trustee of any Default by the Company or any other obligor of the
series of Securities in making any such payment and 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. If
the Company or an Affiliate acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of the Securityholders of the particular
series for which it is acting all money held by it as Paying Agent. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon so doing, the Paying Agent (if other than the Company or an
Affiliate of the Company) shall have no further liability for such money. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Securities.

         Section 2.05 Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders, separately by series, and shall
otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee at least seven business days before
each interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders, separately by series,
relating to such interest payment date or request, as the case may be.

         Section 2.06 Transfer and Exchange. Where Securities of a series are
presented to the Registrar or a co-Registrar with a request to register a
transfer or to exchange them for an equal principal amount of Securities of the
same series of other authorized denominations, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are met.
To permit registrations of transfers and exchanges, the Company shall issue and
the Trustee shall authenticate Securities at the Registrar's request.

         No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.09, 2.13, 3.06 or 9.04).

         The Company need not issue, and the Registrar or co-Registrar need not
register the transfer or exchange of, (i) any Security of a particular series
during a period beginning at the opening of business 15 days before the day of
any mailing of a notice of redemption of Securities of that series under Section
3.02 and ending at the close of business on the day of such mailing, or (ii) any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security of that series being redeemed in part.

         Section 2.07 Replacement Securities. If a mutilated Security is
surrendered to the Trustee or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security of same series if the
Company's and the Trustee's requirements are met. The Trustee or the Company may
require an

                                       8
<PAGE>

indemnity bond to be furnished which is sufficient in the judgment of both to
protect the Company, the Trustee, and any Agent from any loss which any of them
may suffer if a Security is replaced. The Company may charge such Holder for its
expenses in replacing a Security.

         Every replacement Security is an obligation of the Company and shall be
entitled to all the benefit of the Indenture equally and proportionately with
any and all other Securities of the same series.

         Section 2.08 Outstanding Securities. The Securities of any series
outstanding at any time are all the Securities of that series authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section as not outstanding.

         If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

         If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

         A Security does not cease to be outstanding because the Company or an
Affiliate holds the Security; however, TIA Section 316(a) shall apply where
appropriate.

         For each series of Original Issue Discount Securities, the principal
amount of such Securities that shall be deemed to be outstanding and used to
determine whether the necessary Holders have given any request, demand,
authorization, direction, notice, consent or waiver shall be the principal
amount of such Securities that could be declared to be due and payable upon
acceleration upon an Event of Default as of the date of such determination. When
requested by the Trustee, the Company shall advise the Trustee of such amount,
showing its computations in reasonable detail.

         Section 2.09 Temporary Securities. Until definitive Securities are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities upon a written order of the Company signed by one Officer
of the Company. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities.

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

         Section 2.10 Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange or payment. The Trustee shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall return such canceled Securities to the Company at the
Company's written request. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.

         Section 2.11 Defaulted Interest. If the Company fails to make a payment
of interest on any series of Securities, it shall pay such defaulted interest
plus (to the extent lawful) any interest payable on the defaulted interest, in
any lawful manner. It may elect to pay such defaulted interest, plus any such
interest payable on it, to the Persons who are Holders of such Securities on
which the interest is due on a subsequent special record date. The Company shall
promptly notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each such Security. The Company shall fix any such record
date and payment date for such payment. At least 15 days before any such record
date, the Company

                                       9
<PAGE>

shall mail to Securityholders affected thereby a notice that states the record
date, payment date, and amount of such interest to be paid.

         Section 2.12      Special Record Dates.

         (a) The Company may, but shall not be obligated to, set a record date
for the purpose of determining the identity of Holders entitled to consent to
any supplement, amendment or waiver permitted by this Indenture. If a record
date is fixed, the Holders of Securities of that series outstanding on such
record date, and no other Holders, shall be entitled to consent to such
supplement, amendment or waiver or revoke any consent previously given, whether
or not such Holders remain Holders after such record date. No consent shall be
valid or effective for more than 90 days after such record date unless consents
from Holders of the principal amount of Securities of that series required
hereunder for such amendment or waiver to be effective shall have also been
given and not revoked within such 90-day period.

         (b) The Company may, but shall not be obligated to, fix any day as a
record date for the purpose of determining the Holders of any series of
Securities entitled to join in the giving or making of any notice of Default,
any declaration of acceleration, any request to institute proceedings or any
other similar direction. If a record date is fixed, the Holders of Securities of
that series outstanding on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, however, that
no such action shall be effective hereunder unless taken on or prior to the date
90 days after such record date.

         Section 2.13      Form of Securities.

         (a) Forms Generally. The Securities shall be substantially in the form
established in or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, and shall have 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
or designation and such legends or endorsements placed thereon as the Company
may deem appropriate and are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or rule or regulation
made pursuant thereto, or with any rule or regulation of any securities exchange
on which any series of Securities may be listed, or to conform to usage, all as
determined by the officers executing such Securities, as conclusively evidenced
by their execution of such Securities. If the form of a series of Securities is
established in or pursuant to a Board Resolution, a copy of such Board
Resolution shall be delivered to the Trustee, together with an Officer's
Certificate setting forth the form of such series, at or prior to the delivery
of the Company Order for the authentication and delivery of such Securities.

         The definitive Securities, if any, of each series shall be printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner all as determined
by the officers executing such Securities, as conclusively evidenced by their
execution of such securities.

         (b) Global Securities.

                  (i) Terms of Securities. A Board Resolution, a supplemental
         indenture hereto or an Officers' Certificate shall establish whether
         the Securities of a series shall be issued in whole or in part in the
         form of one or more Global Securities and the Depositary for such
         Global Security or Securities.




                                       10
<PAGE>


                  (ii) Transfer and Exchange. Notwithstanding any provisions to
         the contrary contained in Section 2.06 of this Indenture and in
         addition thereto, any Global Security shall be exchangeable pursuant to
         Section 2.06 of this Indenture for Securities registered in the names
         of Holders 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 Exchange Act, and, in either case, the Company fails to
         appoint a successor Depositary within 90 days of such event or (ii) the
         Company executes and delivers to the Trustee an Officers' Certificate
         to the effect that such Global Security shall be so exchangeable. Any
         Global Security that is exchangeable pursuant to the preceding sentence
         shall be exchangeable for Securities registered in such names as the
         Depositary shall direct in writing in an aggregate principal amount
         equal to the principal amount of the Global Security with like tenor
         and terms.

                  Except as provided in this paragraph (b) of this Section, 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, by a nominee of such Depositary to such Depositary or
         another nominee of such Depositary or by the Depositary or any such
         nominee to a successor Depositary or a nominee of such a successor
         Depositary.

                  Each Holder of a Security agrees to indemnify the Company and
         the Trustee against any liability that may result from the transfer,
         exchange or assignment of such Holder's Security in violation of any
         provision of this Indenture and/or applicable United States Federal or
         state securities law.

                  The Trustee shall have no obligation or duty to monitor,
         determine or inquire as to compliance with any restrictions on transfer
         imposed under this Indenture or under applicable law with respect to
         any transfer of any interest in any Security other than to require
         delivery of such certificates and other documentation or evidence as
         are expressly required by, and to do so if and when expressly required
         by the terms of, this Indenture, and to examine the same to determine
         substantial compliance as to form with the express requirements hereof.

                  (iii) Legend. Any Global Security issued hereunder shall bear
         a legend in substantially the following form:

                  "Unless this certificate is presented by an authorized
         representative of The Depository Trust Company, a New York corporation
         ("DTC"), New York, New York, to the issuer or its agent for
         registration of transfer, exchange or payment, and any certificate
         issued is registered in the name of Cede & Co. or such other name as
         may be requested by an authorized representative of DTC (and any
         payment is made to Cede & Co. or such other entity as may be requested
         by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
         USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
         inasmuch as the registered owner hereof, Cede & Co. has an interest
         herein. Transfer of this Global Security shall be limited to transfers
         in whole, but not in part, to nominees of DTC or to a successor thereof
         or such successor's nominee and limited to transfers made in accordance
         with the restrictions set forth in the Indenture referred to herein."

                  (iv) Acts of Holders. The Depositary, as a Holder, may appoint
         agents and otherwise authorize participants to give or take any
         request, demand, authorization, direction, notice, consent, waiver or
         other action which a Holder is entitled to give or take under this
         Indenture.

                                       11
<PAGE>

                  (v) Payments. Notwithstanding the other provisions of this
         Indenture, unless otherwise specified as contemplated by Section 2.01
         hereof, payment of the principal of and interest, if any, on any Global
         Security shall be made to the Person specified therein.

                  (vi) Consents, Declaration and Directions. Except as provided
         in paragraph (e) of this Section, the Company, the Trustee and any
         Agent shall treat a Person as the Holder of such principal amount of
         outstanding Securities of such series represented by a Global Security
         as shall be specified in a written statement of the Depositary with
         respect to such Global Security, for purposes of obtaining any
         consents, declarations or directions required to be given by the
         Holders pursuant to this Indenture.

         Section 2.14 CUSIP Numbers. The Company in issuing any series of
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on such Securities or as contained
in any notice and that reliance may be placed only on the other identification
numbers printed on such Securities, and any such action relating to such notice
shall not be affected by any defect in or omission of such numbers in such
notice. The Company shall promptly notify the Trustee in writing of any change
in the "CUSIP" numbers.

                                   ARTICLE 3.

                                   REDEMPTION

         Section 3.01 Notices to Trustee. If the Company elects to redeem
Securities of any series pursuant to any optional redemption provisions thereof,
it shall promptly notify the Trustee in writing of the redemption date and the
principal amount of Securities of that series to be redeemed.

         If the Company elects to reduce the principal amount of Securities of
any series to be redeemed pursuant to mandatory redemption provisions thereof,
it shall promptly notify the Trustee in writing of the amount of, and the basis
for, any such reduction. If the Company elects to credit against any such
mandatory redemption Securities it has not previously delivered to the Trustee
for cancellation, it shall deliver such Securities with such notice.

         The Company shall give the notice provided for in this Section at least
45 days before the redemption date (unless a shorter notice period shall be
satisfactory to the Trustee), which notice shall specify the provisions of such
Security pursuant to which the Company elects to redeem such Securities.

         Section 3.02 Selection of Securities to be Redeemed. If less than all
the securities of any series are to be redeemed, the Trustee shall select the
Securities of that series to be redeemed by a method that complies with the
requirements of any exchange on which the Securities of that series are listed,
or, if the Securities of that series are not listed on an exchange, by lot or by
such other method as the Trustee deems appropriate. The Trustee shall make the
selection not more than 75 days and not less than 30 days before the redemption
date from Securities of that series outstanding and not previously called for
redemption. Except as otherwise provided as to any particular series of
Securities, Securities and portions thereof that the Trustee selects shall be in
amounts equal to the minimum authorized denomination for Securities of the
series to be redeemed or any integral multiple thereof. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company
promptly in writing of the Securities or portions of Securities to be called for
redemption.

                                       12
<PAGE>


         Section 3.03 Notice of Redemption. Except as otherwise provided as to
any particular series of Securities, at least 30 days but not more than 60 days
before a redemption date, the Company shall mail a notice of redemption to each
Holder whose Securities are to be redeemed.

         The notice shall identify the Securities of the series to be redeemed
and shall state:

                           (1) the redemption date;

                           (2) the redemption price;

                           (3) if any Security is being redeemed in part, the
                  portion of the principal amount of such Security to be
                  redeemed and that, after the redemption date, upon surrender
                  of such Security, a new Security or Securities in principal
                  amount equal to the unredeemed portion will be issued;

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

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

                           (6) that, unless the Company defaults in payment of
                  the redemption price, interest on Securities called for
                  redemption ceases to accrue on and after the redemption date;
                  and

                           (7) the CUSIP number, if any, of the Securities to be
                  redeemed.

         At the Company's written request, the Trustee shall give the notice of
redemption in the Company's name and at its expense. The notice 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, failure to give
such notice by mail or any defect in the notice of the Holder of any Security
shall not affect the validity of the proceeding for the redemption of any other
Security.

         Section 3.04 Effect of Notice of Redemption. Once notice of redemption
is mailed in accordance with Section 3.03 hereof, Securities called for
redemption become due and payable on the redemption date for the redemption
price. Upon surrender to the Paying Agent, such Securities will be paid at the
redemption price.

         Section 3.05 Deposit of Redemption Price. On or before 10:00 a.m., New
York City time on the redemption date, the Company shall deposit with the Paying
Agent (or, if the Company or any Affiliate is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the redemption price of all
Securities called for redemption on that date, other than Securities that have
previously been delivered by the Company to the Trustee for cancellation. The
Paying Agent shall return to the Company any money not required for that
purpose.

         Section 3.06 Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall issue and the Trustee shall
authenticate for the Holder at the expense of the Company a new Security of same
series equal in principal amount to the unredeemed portion of the Security
surrendered.

                                        13

<PAGE>

                                   ARTICLE 4.

                                    COVENANTS

         Section 4.01 Payment of Securities. The Company shall pay or cause to
be paid the principal of and interest on the Securities on the dates and in the
manner provided in this Indenture and the Securities. Principal and interest
shall be considered paid on the date due if the Paying Agent, if other than the
Company or an Affiliate, holds on that date immediately available funds
designated for and sufficient to pay all principal and interest then due.

         To the extent lawful, the Company shall pay interest on overdue
principal and overdue installments of interest at the rate per annum borne by
the applicable series of Securities.

         Section 4.02 Commission Reports. The Company shall deliver to the
Trustee within 15 days after it files them with the Commission copies of the
annual reports and of the information, documents, and other reports (or copies
of such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) that the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act; provided, however the
Company shall not be required to deliver to the Trustee any materials for which
the Company has sought and received confidential treatment by the Commission.
The Company also shall comply with the other provisions of TIA Section 314(a).

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

         Section 4.03 Compliance Certificate. The Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, an
Officers Certificate stating that in the course of the performance by the
signers of their duties as officers of the Company, they would normally have
knowledge of any failure by the Company to comply with all conditions, or
default by the Company with respect to any covenants, under this Indenture, and
further stating whether or not they have knowledge of any such failure or
default and, if so, specifying each such failure or default and the nature
thereof. For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided for in
this Indenture. The certificate need not comply with Section 10.03 hereof.

         The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event of
Default, an Officers Certificate specifying such Default or Event of Default and
what action the Company is taking or proposes to take with respect thereto.

         Section 4.04 Calculation of Original Issue Discount. The Company shall
file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on outstanding Securities as of the end of such
year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                       14
<PAGE>

                                   ARTICLE 5.

                                   SUCCESSORS

         Section 5.01 When Company May Merge, Etc. Unless the terms of the
Securities of a series provide otherwise, the Company shall not consolidate or
merge with or into (whether or not the Company is the surviving corporation), or
sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related
transactions to any Person unless:

                           (1) the Company is the surviving corporation or the
                  Person formed by or surviving any such consolidation or merger
                  (if other than the Company) or to which such sale, assignment,
                  transfer, lease, conveyance or other disposition shall have
                  been made is a corporation organized and existing under the
                  laws of the United States, any state thereof or the District
                  of Columbia;

                           (2) the Person formed by or surviving any such
                  consolidation or merger (if other than the Company) or the
                  Person to which such sale, assignment, transfer, lease,
                  conveyance or other disposition shall have been made assumes
                  by supplemental indenture all the obligations of the Company
                  under the Securities and this Indenture; and

                           (3) immediately prior to and after giving effect to
                  the transaction no Default or Event of Default shall have
                  occurred and be continuing.

         The Company shall deliver to the Trustee on or prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

         Section 5.02 Successor Corporation Substituted. Upon any consolidation
or merger, or any transfer by the Company (other than by lease) of all or
substantially all of the assets of the Company in accordance with Section 5.01
hereof, the successor corporation formed by such consolidation or into which the
Company is merged or to which such transfer 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. In the event of any such transfer, the predecessor
Company shall be released and discharged from all liabilities and obligations in
respect of the Securities and the Indenture, and the predecessor Company may be
dissolved, wound up or liquidated at any time thereafter.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

         Section 6.01 Events of Default. An "Event of Default" occurs with
respect to Securities of any particular series if, unless in the establishing
Board Resolution, Officers Certificate or supplemental indenture hereto, it is
provided that such series shall not have the benefit of said Event of Default:

                           (1) the Company defaults in the payment of the
                  principal of any Security of that series when the same becomes
                  due and payable at maturity, upon redemption or otherwise;

                                       15
<PAGE>

                           (2) the Company defaults in the payment of interest
                  on any Security of that series when the same becomes due and
                  payable, and the Default continues for a period of 30 days;

                           (3) an Event of Default, as defined in the Securities
                  of that series, occurs and is continuing, or the Company fails
                  to comply with any of its other agreements in the Securities
                  of that series or in this Indenture with respect to that
                  series and the Default continues for the period and after the
                  notice specified below;

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

                                    a) commences a voluntary case;

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

                                    c) consents to the appointment of a
                           Custodian of it or for all or substantially all of
                           its property;

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

                                    e) admits in writing its inability generally
                           to pay its debts as the same become due.

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

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

                                    b) appoints a Custodian of the Company or
                           for all or substantially all of its property; or

                                    c) orders the liquidation of the Company;

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

                           (6) the Company fails to make any payment at
                  maturity, including any applicable grace period, on any bond,
                  debenture, note or other evidence of indebtedness for money
                  borrowed, whether such indebtedness now exists of shall
                  hereafter be created, pursuant to this Indenture ("Other
                  Indebtedness") in excess of $10,000,000, and the continuance
                  of such failure for a period of 30 days after there has been
                  given written notice, by registered or certified mail, to the
                  Company by the Trustee or to the Company and the Trustee by
                  the Holders of not less than 25% in principal amount of the
                  outstanding Other Indebtedness, treated as a single class;

                           (7) the Company defaults under any Other Indebtedness
                  in excess of $10,000,000 which default shall have resulted in
                  such indebtedness becoming or being declared due and payable
                  prior to the date on which it would otherwise have become due
                  and payable, without such Other Indebtedness having discharged
                  or the acceleration having been cured, waived, rescinded or
                  annulled for a period of 30 days after there has

                                       16
<PAGE>


                  been given written notice of the acceleration, by registered
                  or certified mail, to the Company by the Trustee or to the
                  Company and the Trustee by the Holders of not less than 25% in
                  principal amount of the outstanding Other Indebtedness,
                  treated as a single class; or

                           (8) any other Event of Default provided with respect
                  to Securities of that series which is specified in a Board
                  Resolution, Officers Certificate or supplemental indenture
                  establishing that series of Securities.

         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         A Default under clause (3) above is not an Event of Default with
respect to a particular series of Securities until the Trustee or the Holders of
at least 50% in principal amount of the then outstanding Securities of that
series notify the Company of the Default and the Company does not cure the
Default within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default." Such notice shall be given by the Trustee if so requested in writing
by the Holders of 50% of the principal amount of the then outstanding Securities
of that series.

         If, in the case of clauses (6) and (7) above, such default shall be
cured, remedied or waived, then the Event of Default hereunder by reason thereof
shall be deemed likewise to have been thereupon remedied, cured, or waived
without any action on the part of the Trust or any of the Holders.

         Section 6.02 Acceleration. If an Event of Default with respect to
Securities of any series (other than an Event of Default specified in clauses
(4) and (5) of Section 6.01) occurs and is continuing, either the Trustee by
notice to the Company, or the Holders of at least 50% in principal amount of the
then outstanding Securities of that series by notice to the Company and the
Trustee, may declare the unpaid principal (or, in the case of Original Issue
Discount Securities, such lesser amount as may be provided for in such
Securities) of and any accrued interest on all the Securities of that series to
be due and payable. Upon such declaration, the principal (or such lesser amount)
and interest shall be due and payable immediately. If an Event of Default
specified in clause (4) or (5) of Section 6.01 occurs, all of such amount shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder. The Holders of a majority in principal
amount of the then outstanding Securities of that series by notice to the
Trustee may rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
withrespect to that series have been cured or waived except nonpayment of
principal (or such lesser amount) or interest that has become due solely because
of the acceleration.

         Section 6.03 Other Remedies. If an Event of Default with respect to
Securities of any series occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal or interest on the
Securities of that series or to enforce the performance of any provision of the
Securities of that series or this Indenture.

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

                                       17
<PAGE>

         Section 6.04 Waiver of Defaults. Subject to Section 9.02, the Holders
of a majority in principal amount of the then outstanding Securities of any
series, by notice to the Trustee, may waive an existing or past Default or Event
of Default with respect to that series and its consequences except a Default or
Event of Default in the payment of the principal (including any mandatory
sinking fund or like payment) of or interest on any Security of that series
(provided, however, that the Holders of a majority in principal amount of the
outstanding Securities of any series voting as a single class may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration).

         Section 6.05 Control By Majority. The Holders of a majority in
principal amount of the then outstanding Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy with respect
to that series available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that is unduly prejudicial to the rights
of another Holder of Securities of that series, or that may involve the Trustee
in personal liability. The Trustee may take any other action which it deems
proper that is not inconsistent with any such direction.

         Section 6.06 Limitation On Suits. A Holder of Securities of any series
may not pursue a remedy with respect to this Indenture or the Securities unless:

                           (1) the Holder gives to the Trustee written notice of
                  a continuing Event of Default with respect to that series;

                           (2) the Holders of at least 25% in principal amount
                  of the then outstanding Securities of that series make a
                  written request to the Trustee to pursue the remedy;

                           (3) such Holders of at least 25% of the then
                  outstanding Securities of that series offer to the Trustee
                  indemnity satisfactory to the Trustee against any loss,
                  liability or expense;

                           (4) the Trustee does not comply with the request
                  within 60 days after receipt of the request and the offer and,
                  if requested, the provision of indemnity; and

                           (5) during such 60-day period the Holders of a
                  majority in principal amount of the then outstanding
                  Securities of that series do not give the Trustee a direction
                  inconsistent with the request.

         No Holder of any series of Securities may use this Indenture to
prejudice the rights of another Holder of Securities of that series or to obtain
a preference or priority over another Holder of Securities of that series, it
being understood and intended that no one or more of such Holders will 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 of such
Holders (it being understood that the Trustee does not have an affirmative duty
to ascertain whether or not such actions or forbearances are unduly prejudicial
to such Holders).

         Section 6.07 Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder of a Security to
receive payment of principal of and interest, if any, on the Security, on or
after the respective due dates expressed in the Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of the Holder.

                                       18
<PAGE>

         Section 6.08 Collection Suit By Trustee. If an Event of Default
specified in Section 6.01(l) or (2) hereof occurs and is continuing with respect
to Securities of any series, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal (or such portion of the principal as may be specified as due upon
acceleration at that time in the terms of that series of Securities) and
interest, if any, remaining unpaid on the Securities of that series then
outstanding, together with (to the extent lawful) interest on overdue principal
and interest, and such further amount as shall be sufficient to cover the costs
and, to the extent lawful, expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 7.07 hereof.

         Section 6.09 Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company (or any other
obligor on the Securities), its creditors or its property and shall be entitled
to and empowered to collect and receive any money or other property payable or
deliverable on any such claims and to distribute the same, and any custodian in
any such judicial proceedings is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agent and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. Nothing contained herein shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding.

         Section 6.10 Priorities. If the Trustee collects any money with respect
to Securities of any series pursuant to this Article, it shall pay out the money
in the following order:

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

                  Second: to Securityholders for amounts due and unpaid on the
         Securities of such series for principal and interest, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Securities of such series for principal and interest,
         respectively; and

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

         The Trustee may fix a record date and payment date for any payment to
Holders of Securities of any series pursuant to this Section. The Trustee shall
notify the Company in writing reasonably in advance of any such record date and
payment date.


         Section 6.11 Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defense made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof or a
suit by Holders of more than 10% in principal amount of the then outstanding
Securities of any series.

                                       19
<PAGE>

                                   ARTICLE 7.

                                     TRUSTEE

         Section 7.01      Duties of Trustee.

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

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

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

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, in the case of any certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall examine the certificates and opinions
         to determine whether or not they conform to the requirements of this
         Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

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

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

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

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

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

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee may refuse to perform
any duty or exercise any right or power unless it receives security and
indemnity satisfactory to it against any loss, liability or expense.

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

                                       20
<PAGE>

         Section 7.02 Rights of Trustee. Subject to TIA Section 315(a) through
(d):

         (a) The Trustee may conclusively rely on any document believed by it to
be genuine and to have been signed or presented by the proper person. 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, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit.

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

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

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers under the Indenture, unless the Trustee's conduct constitutes negligence.

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

         (f) The Trustee may consult with counsel of its selection and may rely
upon the advice of such counsel or any Opinion of Counsel.

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

         (h) 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, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.

         (i) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

         (j) The Trustee may request that the Company deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture.

                                       21
<PAGE>

         The Trustee shall be deemed to have notice of any Default or Event of
Default only if a Trust Officer of the Trustee has actual knowledge thereof or
receives at the Corporate Trust Office of the Trustee written notice of any
event that is in fact a Default or Event of Default, and such notice references
the Securities generally or the Securities of a particular series, as the case
may be, and this Indenture.

         Section 7.03 Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or an Affiliate with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee is subject to TIA Sections 310(b) and 311.

         Section 7.04 Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use of the proceeds from the Securities, and it
shall not be responsible for any statement in the Securities other than its
certificate of authentication.

         Section 7.05 Notice of Defaults. If a Default or Event of Default with
respect to the Securities of any series occurs and is continuing and if the
Trustee is deemed to have notice thereof, the Trustee shall mail to all Holders
of Securities of that series a notice of the Default or Event of Default within
90 days after it occurs. Except in the case of a Default or Event of Default in
payment on any such Security, the Trustee may withhold the notice if and so long
as a committee of its Trust Officers in good faith determines that withholding
the notice is in the interests of such Securityholders.

         Section 7.06 Reports By Trustee to Holders. Within 60 days after May 15
in each year, the Trustee with respect to any series of Securities shall mail to
Holders of Securities of that series as provided in TIA Section 313(c) a brief
report dated as of such May 15 that complies with TIA Section 313(a) (if such
report is required by TIA Section 313(a)). The Trustee shall also comply with
TIA Section 313(b).

         A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the Commission and each stock
exchange on which any of the Securities are listed, as required by TIA Section
313(d). The Company shall promptly notify the Trustee in writing when the
Securities are listed on any stock exchange, and of any delisting thereof.

         Section 7.07 Compensation and Indemnity. The Company shall pay to the
Trustee from time to time such compensation as shall be agreed upon in writing
for its services hereunder. The Company shall reimburse the Trustee upon written
request for all reasonable out-of-pocket expenses incurred by it. Such expenses
shall include the reasonable compensation and out-of-pocket expenses of the
Trustee's agents and counsel.

         The Company shall indemnify each of the Trustee or any predecessor
Trustee for any loss, liability, damage, claims or expenses, including taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee) incurred by it, without negligence or bad faith on its part, in
connection with the acceptance or administration of this Indenture and its
duties hereunder. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee in its capacity as Trustee,

                                       22
<PAGE>

except money or property held in trust to pay principal and interest on
particular Securities. Such lien will survive the satisfaction and discharge of
this Indenture.

         If the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(4) or (5) hereof occurs, the expenses and the
compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.

         This Section 7.07 shall survive the termination of this Indenture.

         Section 7.08 Replacement of Trustee. A resignation or removal of the
Trustee with respect to one or more or all series of Securities and appointment
of a successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

         The Trustee may resign with respect to one or more or all series of
Securities by so notifying the Company in writing. The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee as to that series by so notifying the Trustee in writing and may appoint
a successor Trustee with the Company's consent. The Company may remove the
Trustee with respect to one or more or all series of Securities if:

         (a) the Trustee fails to comply with Section 7.10 hereof;

         (b) the Trustee is adjudged bankrupt or insolvent;

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

         (d) the Trustee becomes incapable of acting.

         If, as to any series of Securities, the Trustee resigns or is removed
or if a vacancy exists in the office of Trustee for any reason, the Company
shall promptly appoint a successor Trustee for that series. Within one year
after the successor Trustee with respect to any series takes office, the Holders
of a majority in principal amount of the then outstanding Securities of that
series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company. If a successor Trustee as to a particular series does
not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least 10% in principal
amount of the then outstanding Securities of that series may petition any court
of competent jurisdiction for the appointment of a successor Trustee.

         If the Trustee fails to comply with Section 7.10 hereof with respect to
any series, any Holder of Securities of that series who satisfies the
requirements of TIA Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee for that series.

         A successor Trustee as to any series of Securities shall deliver a
written acceptance of its appointment to the retiring Trustee and to the
Company. Immediately after that, the retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee (subject to the lien
provided for in Section 7.07 hereof), the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture as to that series.
The successor Trustee shall mail a notice of its succession to the Holders of
Securities of that series.

                                       23
<PAGE>

         Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring trustee.

         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 that (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
shall contain such provisions as shall be 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
or desirable to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee; provided, however, that nothing herein or in
such supplemental Indenture shall constitute such Trustee co-trustees of the
same trust and that each such Trustee shall be trustee of a trust hereunder
separate and apart from any trust hereunder administered by any other such
Trustee.

         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.

         Section 7.09 Successor Trustee By Merger, Etc. If the Trustee as to any
series of Securities consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation or
national association, the successor corporation without any further act shall be
the successor Trustee as to that series.

         Section 7.10 Eligibility; Disqualification. Each series of Securities
shall always have a Trustee who satisfies the requirements of TIA Section
310(a)(1), (2) and (5). The Trustee as to any series of Securities shall always
have a combined capital and surplus of at least $25,000,000 as set forth in its
most recent published annual report of condition. The Trustee is subject to TIA
Section 310(b).

         Section 7.11 Preferential Collection of Claims Against Company. The
Trustee is subject to TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A Trustee who has resigned or been removed shall
be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8.

                     SATISFACTION AND DISCHARGE; DEFEASANCE

         Section 8.01 Satisfaction and Discharge of Indenture. This Indenture
shall upon Company Order cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

                                       24
<PAGE>

         (a) either

                  (i) all Securities theretofore authenticated and delivered
         (other than Securities that have been destroyed, lost or stolen and
         that have been replaced or paid) have been delivered to the Trustee for
         cancellation; or

                  (ii) all such securities not theretofore delivered to the
         Trustee for cancellation

                           (1) have become due and payable, or

                           (2) will become due and payable at their stated
                  maturity within one year, or

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

                           (4) are deemed paid and discharged pursuant to
                  Section 8.03, as applicable;

and the Company, in the case of (1), (2) or (3) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust an amount sufficient
for the purpose of paying and discharging the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities
that have become due and payable on or prior to the date of such deposit) or to
the stated maturity or redemption date, as the case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.07 hereof, and, if
money shall have been deposited with the Trustee pursuant to clause (a) of this
section or if money or obligations shall have been deposited with or received by
the Trustee pursuant to Section 8.03 hereof, the obligations of the Trustee
under Sections 8.02 and 8.05 hereof shall survive.

         Section 8.02      Application of Trust Funds; Indemnification.

         (a) Subject to the provisions of Section 8.05 hereof, all money
deposited with the Trustee pursuant to Section 8.01 hereof, all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 8.03 or
8.04 hereof and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 hereof,
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
interest for whose payment such money has been deposited with or received by the
Trustee or to make mandatory sinking fund payments or analogous payments as
contemplated by Sections 8.03 and 8.04 hereof.

                                       25
<PAGE>

         (b) The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Sections 8.03 or 8.04 hereof or the interest
and principal received in respect of such obligations other than any payable by
or on behalf of Holders.

         (c) The Trustee shall deliver or pay to the Company from time to time
upon Company Request any U.S. Government Obligations or money held by it as
provided in Sections 8.03 or 8.04 hereof that, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of
the amount thereof which then would have been required to be deposited for the
purpose for which such U.S. Government Obligations or money were deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government obligations held under this Indenture.

         Section 8.03 Legal Defeasance of Securities of Any Series. Unless this
Section 8.03 is otherwise specified to be inapplicable to 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 on the 91st
day after the date of the deposit referred to in subparagraph (d) hereof, and
the provisions of this Indenture, as it relates to such outstanding Securities
of such series, shall no longer be in effect (and the Trustee, at the expense of
the Company, shall, upon Company Request, execute proper instruments
acknowledging the same), except as to:

         (a) the rights of Holders of the Securities of such series to receive,
from the trust funds described in subparagraph (d) hereof, (i) payment of each
installment of principal of or interest on the outstanding Securities of such
series on the stated maturity of such principal of or interest and (ii) the
benefit of any mandatory sinking fund payments applicable to the Securities of
such series on the day on which such payments are due and payable in accordance
with the terms of this Indenture and the Securities of such series;

         (b) the Company's obligations with respect to such Securities of such
series under Sections 2.03, 2.06 and 2.07 hereof; and

         (c) the rights, powers, trust and immunities of the Trustee hereunder
and the duties of the Trustee under Section 8.02 hereof and the duty of the
Trustee to authenticate Securities of such series issued on registration of
transfer of exchange;

provided that, the following conditions shall have been satisfied:

         (d) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds, for the purpose of making the
following payments, specifically pledged as security for and dedicated solely to
the benefit of the Holders of such Securities, cash in U.S. Dollars and/or U.S.
Government Obligations, which through the payment of interest and principal in
respect thereof, in accordance with their terms, will provide (and without
reinvestment and assuming no tax liability will be imposed on such Trustee), not
later than one day before the due date of any payment of money, an amount in
cash sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal (including mandatory
sinking fund or analogous payments) of and interest, if any, on all the
Securities of such series on the dates such installments of interest or
principal are due;

         (e) such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound;

                                       26
<PAGE>

         (f) no Default or Event of Default with respect to the Securities of
such series shall have occurred and be continuing on the date of such deposit or
during the period ending on the 91st day after such date;

         (g) the Company shall have delivered to the Trustee 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, the Holders of the Securities
of such series will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge 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 deposit, defeasance and
discharge had not occurred;

         (h) the Company shall have delivered to the Trustee an Officers
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of the Securities of such series over any other
creditors of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company;

         (i) such deposit shall not result in the trust arising from such
deposit constituting an investment company (as defined in the Investment Company
Act of 1940, as amended), or such trust shall be qualified under such Act or
exempt from regulation thereunder; and

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

         Section 8.04 Covenant Defeasance. Unless this Section 8.04 is otherwise
inapplicable to Securities of any series, on and after the 91st day after the
date of the deposit referred to in subparagraph (a) hereof, the Company may omit
to comply with any term, provision or condition set forth under Sections 4.02,
4.03 and 5.01 hereof as well as any additional covenants contained in a
supplemental indenture hereto for a particular series of Securities or a Board
Resolution or an Officers Certificate delivered pursuant to Section 2.01 hereof
(and the failure to comply with any such provisions shall not constitute a
Default or Event of Default under Section 6.01 hereof) and the occurrence of any
event described in clause (5) of Section 6.01 hereof shall not constitute a
Default or Event of Default hereunder, with respect to the Securities of such
series, provided that the following conditions shall have been satisfied:

         (a) With reference to this Section 8.04, the Company has deposited or
caused to be irrevocably deposited (except as provided in Section 8.03 hereof)
with the Trustee as trust funds, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, cash in U.S.
Dollars and/or U.S. Government Obligations which through the payment of interest
and principal in respect thereof, in accordance with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, to pay principal and interest, if any, on and
any mandatory sinking fund in respect of the Securities of such series on the
dates such installments of interest or principal are due;

         (b) Such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound;

                                       27
<PAGE>

         (c) No Default or Event of Default with respect to the Securities of
such series shall have occurred and be continuing on the date of such deposit or
during the period ending on the 91st day after such date;

         (d) The Company shall have delivered to the Trustee an Opinion of
Counsel confirming that Holders of the Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred;

         (e) The Company shall have delivered to the Trustee an Officers
Certificate stating the deposit was not made by the Company with the intent of
preferring the Holders of the Securities of such series over any other creditors
of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company; and

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

         Section 8.05 Repayment to Company. The Trustee and the Paying Agent
shall pay to the Company upon the Company's request any money held by them for
the payment of principal or interest that remains unclaimed for two years after
the date upon which such payment shall have become due. After payment to the
Company, Securityholders entitled to the money must look to the Company for
payment as general creditors unless an applicable abandoned property law
designates another Person.

                                   ARTICLE 9.

                       SUPPLEMENTS, AMENDMENTS AND WAIVERS

         Section 9.01 Without Consent of Holders. The Company and the Trustee as
to any series of Securities may supplement or amend this Indenture or the
Securities without notice to or the consent of any Securityholder:

                           (1) to cure any ambiguity, defect or inconsistency;

                           (2) to secure any Securities;

                           (3) to comply with Article 5;

                           (4) to comply with any requirements of the Commission
                  in connection with the qualification of this Indenture under
                  the TIA;

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

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

                                       28
<PAGE>

                  Security of any series created prior to the execution of such
                  supplemental indenture and entitled to the benefit of such
                  provision;

                           (7) to evidence the acceptance of an appointment by a
                  successor trustee;

                           (8) to add additional Events of Default with respect
                  to all or any series of Securities (as shall be specified in
                  such supplemental indenture);

                           (9) to make any change that does not adversely affect
                  in any material respect the interests of the Securityholders
                  of any series;

                           (10) to add to the covenants of the Company for the
                  benefit of the Holders of all or any series of Securities (as
                  shall be specified in such supplemental indenture or
                  indentures); or

                           (11) to establish additional series of Securities as
                  permitted by Section 2.01 hereof.

         Section 9.02 With Consent of Holders. Subject to Section 6.07, the
Company and the Trustee as to any series of Securities may amend this Indenture
or the Securities of that series with the written consent of the Holders of a
majority in principal amount of the then outstanding Securities of each series
affected by the amendment, with each such series voting as a separate class. The
Holders of a majority in principal amount of the then outstanding Securities of
any series may also waive compliance in a particular instance by the Company
with any provision of this Indenture with respect to that series or the
Securities of that series; provided, however, that without the consent of each
Securityholder affected, an amendment or waiver may not:

                           (1) extend the final maturity of the principal
                  amount;

                           (2) reduce the principal amount of Securities;

                           (3) reduce the amount of, or postpone the date fixed
                  for, the payment of any sinking fund or analogous provision;

                           (4) reduce the rate of, or change the time for
                  payment of interest on, any Security;

                           (5) reduce the principal of or change the fixed
                  maturity of any Security or waive a redemption payment or
                  alter the redemption provisions with respect thereto;

                           (6) make any Security payable in money other than
                  that stated in the Security (including defaulted interest);

                           (7) reduce the principal amount of original Issue
                  Discount Securities payable upon acceleration of the maturity
                  or pursuable in bankruptcy thereof;

                           (8) make any change in Section 6.04, 6.07 or 9.02;

                                       29
<PAGE>

                           (9) waive a default in the payment of the principal
                  of, or interest on, any Security, except to the extent
                  otherwise provided for in Section 6.02 hereof;

                           (10) alter the terms on which holders of the
                  Securities may convert or exchange the Securities for other
                  securities of the Company or of other entities or for other
                  property of the cash value of property, other than in
                  accordance with any antidilution provisions or other similar
                  adjustment provisions included in the terms of the debt
                  securities;

                           (11) alter certain provisions relating to Securities
                  not denominated in U.S. dollars;

                           (12) impair the right of any Holder of Securities to
                  institute suit for the enforcement of any payment on any
                  Security when due; or

                           (13) reduce the percentage of Securities the consent
                  of whose Holders is required for modification of the Indenture
                  or relevant supplemental indenture.

         An amendment or waiver under this Section that waives, changes or
eliminates any covenant or other provision of this Indenture that has expressly
been included solely for the benefit of one or more particular series of
Securities, or that 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 the consent of the Holders under this
Section to approve the particular form of any proposed amendment or waiver, but
it shall be sufficient if such consent approves the substance thereof.

         The Company shall mail supplemental indentures to Holders upon request.
Any failure of the Company to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

         Section 9.03 Revocation and Effect of Consents. Until an amendment or
waiver becomes effective, a consent to it by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of the Security or
portion of the Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security; provided,
however, that unless a record date shall have been established pursuant to
Section 2.12(a) hereof, any such Holder or subsequent Holder may revoke the
consent as to his or her Security or portion of a Security if the Trustee
receives the notice of revocation before the date on which the amendment or
waiver becomes effective. An amendment or waiver shall become effective on
receipt by the Trustee of consents from the Holders of the requisite percentage
of principal amount of the outstanding Securities of any series, and thereafter
shall bind every Holder of Securities of that series.

         Section 9.04 Notation on or Exchange of Securities. If an amendment or
waiver changes the terms of a Security: (a) the Trustee may require the Holder
of the Security to deliver it to the Trustee, the Trustee may, at the written
direction of the Company and at the Company's expense, place an appropriate
notation on the Security about the changed terms and return it to the Holder and
the Trustee may place an appropriate notation on any Security thereafter
authenticated; or (b) if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms.

                                       30
<PAGE>

         Section 9.05 Trustee to Sign Amendments, Etc. The Trustee shall receive
an Opinion of Counsel and an Officers' Certificate stating that the execution of
any amendment or waiver proposed pursuant to this Article is authorized or
permitted by this Indenture. Subject to the preceding sentence, the Trustee
shall sign such amendment or waiver if the same does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. The Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver that
affects the Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

                                   ARTICLE 10.

                                  MISCELLANEOUS

         Section 10.01 Notices. Any notice or communication is duly given if in
writing and delivered in person or sent by first-class mail (registered or
certified, return receipt requested), telecopier or overnight air courier
guaranteeing next-day delivery, addressed as follows:

                  If to the Company:

                  Wintrust Financial Corporation
                  727 North Bank Lane
                  Lake Forest, Illinois 60045
                  Attention:  Chief Financial Officer
                  Telephone:  (847) 615-4096
                  Facsimile:  (847) 482-8461

                  If to the Trustee:

                  BNY Midwest Trust Company
                  2 North LaSalle Street
                  Suite 1020
                  Chicago, Illinois 60602
                  Attention:  Corporate Trust Administration
                  Telephone:  (312) 827-8548
                  Facsimile:  (312) 927-8542

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

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

         Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. If
the Company mails a notice or communication to Securityholders, it shall mail a
copy to the Trustee at the same time.

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

                                       31
<PAGE>

         Section 10.02 Communication By Holders With Other Holders. Holders may
communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Securities. The Company, the Trustee,
the Registrar and anyone else shall have the protection of TIA Section 312(c).

         Section 10.03 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

         (a) an Officers Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

         (b) an Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent have been complied with.

         Section 10.04 Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than the certificate provided for in
Section 4.03 hereof) shall include:

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

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

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

                           (4) a statement as to whether or not, in the opinion
                  of such Person, such condition or covenant has been complied
                  with; provided, however, that with respect to matters of fact
                  an Opinion of Counsel may rely on an Officers Certificate or
                  certificates of public officials.

         Section 10.05 Rules By Trustee and Agents. The Trustee as to Securities
of any series may make reasonable rules for action by or at a meeting of Holders
of Securities of that series. The Registrar and any Paying Agent or
Authenticating Agent may make reasonable rules and set reasonable requirements
for their functions.

         Section 10.06 Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday
or a day on which banking institutions in _______________, are not required to
be open. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.

         Section 10.07 No Recourse Against Others. A past, present or future
director, officer, employee, stockholder or incorporator, as such, of the
Company or any successor corporation shall not have any liability for any
obligations of the Company under any series of Securities or the Indenture or
for any claim based on, in respect of, or by reason of such obligations or their
creation. Each

                                       32
<PAGE>

Securityholder by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration of issuance of the
Securities.

         Section 10.08 Counterparts. This Indenture may be executed by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

         Section 10.09 Governing Law; Waiver of Trial by Jury. The laws of the
State of Illinois shall govern this Indenture and the Securities, without regard
to the conflict of laws provisions thereof. EACH OF THE COMPANY AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

         Section 10.10 Severability. In case any provision in this Indenture or
in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

         Section 10.11 Effect of Headings, Table of Contents, Etc. The Article
and Section headings herein and the table of contents are for convenience only
and shall not affect the construction hereof.

         Section 10.12 Successors and Assigns. All covenants and agreements of
the Company in this Indenture and the securities shall bind its successors and
assigns. All agreements of the Trustee in this Indenture shall bind its
successor.

         Section 10.13 No Interpretation of Other Agreements. This Indenture may
not be used to interpret another indenture, loan or debt agreement of the
Company or any Subsidiary. Any such indenture, loan or debt agreement may not be
used to interpret this Indenture.

         Section 10.14 Force Majeure. In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.

                            [signature page follows]

                                       33

<PAGE>

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


                                                  WINTRUST FINANCIAL
                                                  CORPORATION

                                                  By:
                                                     ---------------------------
                                                     Name:
                                                     Title:



                                                  BNY MIDWEST TRUST COMPANY
                                                  as Trustee


                                                  By:
                                                     ---------------------------
                                                     Name:
                                                     Title:


                                       34