<PAGE>
                                                                     Exhibit 4.1



                           THE PHOENIX COMPANIES, INC.

                                       TO

                                 SUNTRUST BANK,
                                     Trustee

                                     FORM OF

                                    INDENTURE

                    ______% Quarterly Interest Bonds due 2031




                       Dated as of ________________, 2001

                               ___________________
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
<S>                                                                                                        <C>
ARTICLE ONE
         DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........................................     1
   SECTION 101.              Definitions................................................................     1
     Act................................................................................................     2
     Affiliate..........................................................................................     2
     Authenticating Agent...............................................................................     2
     Board of Directors.................................................................................     2
     Board Resolution...................................................................................     2
     Business Day.......................................................................................     2
     Commission.........................................................................................     2
     Company............................................................................................     2
     Company Request or Company Order...................................................................     2
     Corporate Trust Office.............................................................................     3
     corporation........................................................................................     3
     Covenant Defeasance................................................................................     3
     Defaulted Interest.................................................................................     3
     Defeasance.........................................................................................     3
     Depositary.........................................................................................     3
     Event of Default...................................................................................     3
     Exchange Act.......................................................................................     3
     Expiration Date....................................................................................     3
     Global Security....................................................................................     3
     Holder.............................................................................................     3
     Indebtedness.......................................................................................     3
     Indenture..........................................................................................     3
     Independent Investment Banker......................................................................     4
     Interest Payment Date..............................................................................     4
     Investment Company Act.............................................................................     4
     Maturity...........................................................................................     4
     Notice of Default..................................................................................     4
     Officers' Certificate..............................................................................     4
     Opinion of Counsel.................................................................................     4
     Outstanding........................................................................................     4
     Paying Agent.......................................................................................     5
     Person.............................................................................................     5
     Place of Payment...................................................................................     5
     Predecessor Security...............................................................................     5
     Principal Subsidiaries.............................................................................     6
     Redemption Date....................................................................................     6
     Redemption Price...................................................................................     6
     Regular Record Date................................................................................     6
</TABLE>

                                       i
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<TABLE>
<S>                                                                                                         <C>
     Responsible Officer................................................................................     6
     Securities.........................................................................................     6
     Securities Act.....................................................................................     6
     Security Register and Security Registrar...........................................................     6
     Significant Subsidiary.............................................................................     6
     Special Record Date................................................................................     6
     Stated Maturity....................................................................................     6
     Subsidiary.........................................................................................     6
     Trust Indenture Act................................................................................     6
     Trustee............................................................................................     7
     Vice President.....................................................................................     7
   SECTION 102.              Compliance Certificates and Opinions.......................................     7
   SECTION 103.              Form of Documents Delivered to Trustee.....................................     7
   SECTION 104.              Acts of Holders; Record Dates..............................................     8
   SECTION 105.              Notices, Etc., to Trustee and Company......................................    10
   SECTION 106.              Notice to Holders; Waiver..................................................    10
   SECTION 107.              Conflict with Trust Indenture Act..........................................    11
   SECTION 108.              Effect of Headings and Table of Contents...................................    11
   SECTION 109.              Successors and Assigns.....................................................    11
   SECTION 110.              Separability Clause........................................................    11
   SECTION 111.              Benefits of Indenture......................................................    11
   SECTION 112.              Governing Law..............................................................    12
   SECTION 113.              Legal Holidays.............................................................    12
   SECTION 114.              Computations...............................................................    12

ARTICLE TWO
         SECURITY FORMS.................................................................................    12

   SECTION 201.              Forms Generally............................................................    12
   SECTION 202.              Form of Legend for Global Securities.......................................    12
   SECTION 203.              Form of Trustee's Certificate of Authentication............................    13

ARTICLE THREE
         THE SECURITIES.................................................................................    13

   SECTION 301.              Title; Terms...............................................................    13
   SECTION 302.              Denominations..............................................................    14
   SECTION 303.              Execution, Authentication, Delivery and Dating.............................    14
   SECTION 304.              Temporary Securities.......................................................    15
   SECTION 305.              Registration, Registration of Transfer and Exchange........................    16
   SECTION 306.              Mutilated, Destroyed, Lost and Stolen Securities...........................    18
   SECTION 307.              Payment of Interest; Interest Rights Preserved.............................    18
   SECTION 308.              Persons Deemed Owners......................................................    19
   SECTION 309.              Cancellation...............................................................    20
   SECTION 310.              Computation of Interest....................................................    20
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>                                                                                                         <C>
ARTICLE FOUR
         SATISFACTION AND DISCHARGE.....................................................................    20

   SECTION 401.              Satisfaction and Discharge of Indenture....................................    20
   SECTION 402.              Application of Trust Money.................................................    21

ARTICLE FIVE
         REMEDIES.......................................................................................    22

   SECTION 501.              Events of Default..........................................................    22
   SECTION 502.              Acceleration of Maturity; Rescission and Annulment.........................    23
   SECTION 503.              Collection of Indebtedness and Suits for Enforcement by Trustee............    24
   SECTION 504.              Trustee May File Proofs of Claim...........................................    24
   SECTION 505.              Trustee May Enforce Claims Without Possession of Securities................    25
   SECTION 506.              Application of Money Collected.............................................    25
   SECTION 507.              Limitation on Suits........................................................    26
   SECTION 508.              Unconditional Right of Holders to Receive Principal, Premium and Interest..    26
   SECTION 509.              Restoration of Rights and Remedies.........................................    27
   SECTION 510.              Rights and Remedies Cumulative.............................................    27
   SECTION 511.              Delay or Omission Not Waiver...............................................    27
   SECTION 512.              Control by Holders.........................................................    27
   SECTION 513.              Waiver of Past Defaults....................................................    27
   SECTION 514.              Undertaking for Costs......................................................    28
   SECTION 515.              Waiver of Usury, Stay or Extension Laws....................................    28

ARTICLE SIX
         THE TRUSTEE....................................................................................    28

   SECTION 601.              Certain Duties and Responsibilities........................................    28
   SECTION 602.              Notice of Defaults.........................................................    29
   SECTION 603.              Certain Rights of Trustee..................................................    29
   SECTION 604.              Not Responsible for Recitals or Issuance of Securities.....................    30
   SECTION 605.              May Hold Securities........................................................    30
   SECTION 606.              Money Held in Trust........................................................    31
   SECTION 607.              Compensation and Reimbursement.............................................    31
   SECTION 608.              Conflicting Interests......................................................    31
   SECTION 609.              Corporate Trustee Required; Eligibility....................................    31
   SECTION 610.              Resignation and Removal; Appointment of Successor..........................    32
   SECTION 611.              Acceptance of Appointment by Successor.....................................    33
   SECTION 612.              Merger, Conversion, Consolidation or Succession to Business................    33
   SECTION 613.              Preferential Collection of Claims Against Company..........................    34
   SECTION 614.              Appointment of Authenticating Agent........................................    34
</TABLE>

                                      iii
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<TABLE>
<S>                                                                                                         <C>
ARTICLE SEVEN
         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..............................................    35

   SECTION 701.              Company to Furnish Trustee Names and Addresses of Holders..................    35
   SECTION 702.              Preservation of Information; Communications to Holders.....................    36
   SECTION 703.              Reports by Trustee.........................................................    36
   SECTION 704.              Reports by Company.........................................................    36

ARTICLE EIGHT
         CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...........................................    37

   SECTION 801.              Company May Consolidate, Etc., Only on Certain Terms.......................    37
   SECTION 802.              Successor Substituted......................................................    38

ARTICLE NINE
         SUPPLEMENTAL INDENTURES........................................................................    38

   SECTION 901.              Supplemental Indentures Without Consent of Holders.........................    38
   SECTION 902.              Supplemental Indentures With Consent of Holders............................    39
   SECTION 903.              Execution of Supplemental Indentures.......................................    40
   SECTION 904.              Effect of Supplemental Indentures..........................................    40
   SECTION 905.              Conformity with Trust Indenture Act........................................    40
   SECTION 906.              Reference in Securities to Supplemental Indentures.........................    40

ARTICLE TEN
         COVENANTS......................................................................................    41

   SECTION 1001.             Payment of Principal and Interest..........................................    41
   SECTION 1002.             Maintenance of Office or Agency............................................    41
   SECTION 1003.             Money for Securities Payments to Be Held in Trust..........................    41
   SECTION 1004.             Statement by Officers as to Default........................................    42
   SECTION 1005.             Existence..................................................................    43
   SECTION 1006.             Maintenance of Properties..................................................    43
   SECTION 1007.             Payment of Taxes...........................................................    43
   SECTION 1008.             Limitation on Liens on Stock of Principal Subsidiaries.....................    43
   SECTION 1009.             Waiver of Certain Covenants................................................    44

ARTICLE ELEVEN
         REDEMPTION OF SECURITIES.......................................................................    44

   SECTION 1101.             Right of Redemption........................................................    44
   SECTION 1102.             Applicability of Article...................................................    45
   SECTION 1103.             Election to Redeem; Notice to Trustee......................................    45
   SECTION 1104.             Selection by Trustee of Securities to Be Redeemed..........................    45
   SECTION 1105.             Notice of Redemption.......................................................    46
   SECTION 1106.             Deposit of Redemption Price................................................    47
   SECTION 1107.             Securities Payable on Redemption Date......................................    47
   SECTION 1108.             Securities Redeemed in Part................................................    47
</TABLE>

                                       iv
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<TABLE>
<S>                                                                                                         <C>
ARTICLE TWELVE
         DEFEASANCE AND COVENANT DEFEASANCE.............................................................    48

   SECTION 1201.             Company's Option to Effect Defeasance or Covenant Defeasance...............    48
   SECTION 1202.             Defeasance and Discharge...................................................    48
   SECTION 1203.             Covenant Defeasance........................................................    48
   SECTION 1204.             Conditions to Defeasance or Covenant Defeasance............................    49
   SECTION 1205.             Deposited Money and U.S. Government Obligations to Be Held in Trust;
                             Miscellaneous Provisions. .................................................    50
   SECTION 1206.             Reinstatement..............................................................    51
</TABLE>

                                       v
<PAGE>
                   CERTAIN SECTIONS OF THIS INDENTURE RELATING
                          TO SECTIONS 310 THROUGH 318,
                  INCLUSIVE OF THE TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                                             INDENTURE SECTION
<S>                                                                                     <C>
SECTION 310(a)(1)....................................................................            609, 610
(a)(2)...............................................................................                 609
(a)(3)...............................................................................      NOT APPLICABLE
(a)(4)...............................................................................      NOT APPLICABLE
(b)..................................................................................            608, 610
SECTION 311(a).......................................................................                 613
(b)..................................................................................                 613
SECTION 312(a).......................................................................            701, 702
(b)..................................................................................                 702
(c)..................................................................................                 702
SECTION 313(a).......................................................................                 703
(b)..................................................................................                 703
(c)..................................................................................                 703
(d)..................................................................................                 703
SECTION 314(a).......................................................................                 704
(a)(4)...............................................................................           101, 1004
(b)..................................................................................      NOT APPLICABLE
(c)(1)...............................................................................                 102
(c)(2)...............................................................................                 102
(c)(3)...............................................................................      NOT APPLICABLE
(d)..................................................................................      NOT APPLICABLE
(e)..................................................................................                 102
SECTION 315(a).......................................................................                 601
(b)..................................................................................                 602
(c)..................................................................................                 601
(d)..................................................................................                 601
(e)..................................................................................                 514
SECTION 316(a).......................................................................                 101
(a)(1)(a)............................................................................            502, 512
(a)(1)(b)............................................................................                 513
(a)(2)...............................................................................      NOT APPLICABLE
(b)..................................................................................                 508
(c)..................................................................................                 104
SECTION 317(a)(1)....................................................................                 503
(a)(2)...............................................................................                 504
(b)..................................................................................                1003
SECTION 318(a).......................................................................                 107
</TABLE>

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

                                       vi
<PAGE>
       INDENTURE, dated as of ________________, 2001, between The Phoenix
Companies, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
One American Row, Hartford, Connecticut, and SunTrust Bank, a banking
corporation with trust powers, duly organized and existing under the laws of the
State of Georgia, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its _____% Quarterly Interest Bonds due
2031 (herein called the "Securities").

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101. Definitions.

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

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

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

                  (3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally accepted
accounting principles, and, except as otherwise herein expressly provided, the
term "generally accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted at the date of such computation;

                  (4) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Indenture; and
<PAGE>
                  (5) the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

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

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

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

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

         "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 and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York, New York,
Hartford, Connecticut, the Corporate Trust Office or any Place of Payment are
authorized or obligated by law or executive order to close.

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

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee or, with respect to
Sections 303, 304, 305 and 603, any other employee of the Company named in an
Officers' Certificate delivered to the Trustee.


                                       2
<PAGE>
         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which as of the date of this Indenture is 25 Park Place, 24th Floor, Atlanta,
Georgia 30303 Attn: Corporate Trust Division.

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

         "Covenant Defeasance" has the meaning specified in Section 1203.

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

         "Defeasance" has the meaning specified in Section 1202.

         "Depositary" means the clearing agency registered under the Exchange
Act that is designated by the Company to act as Depositary for the Securities in
Section 301 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture and thereafter "Depositary" shall mean
or include each person who is then a Depositary hereunder.

         "Event of Default" has the meaning specified in Section 501.

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

         "Expiration Date" has the meaning specified in Section 104.

         "Global Security" means a Security that evidences all or part of the
Securities issued to the Depositary and bearing the legend set forth in Section
202.

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

         "Indebtedness" of any person means the principal of and premium, if
any, and interest due on indebtedness of such Person, whether outstanding on the
date of this Indenture or thereafter created, incurred or assumed, which is (a)
indebtedness for money borrowed, and (b) any amendments, renewals, extensions,
modifications and refundings of any such indebtedness. For the purposes of this
definition, "indebtedness for money borrowed" means (i) any obligation of, or
any obligation guaranteed by, such Person for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, (ii) any obligation of, or any such obligation guaranteed by, such
Person evidenced by bonds, debentures, notes or similar written instruments,
including obligations assumed or incurred in connection with the acquisition of
property, assets or businesses (provided, however, that the deferred purchase
price of any other business or property or assets shall not be considered
Indebtedness if the purchase price thereof is payable in full within 90 days
from the date on which such indebtedness was created), and (iii) any obligations
of such Person as lessee under leases required to be capitalized on the balance
sheet of the lessee under generally accepted accounting


                                       3
<PAGE>
principles and leases of property or assets made as part of any sale and
lease-back transaction to which such Person is a party.

         "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company.

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

         "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "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 provided in the Securities or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise.

         "Notice of Default" means a written notice of the kind specified in
Section 501(3).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 1004 shall be the principal executive, financial or
accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for (and an employee of) the Company, and who shall be reasonably
acceptable to the Trustee.

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

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

         (2) Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders of
such Securities; provided that, if such Securities are to be redeemed, notice of
such redemption has been duly given


                                       4
<PAGE>
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; and

         (3) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date, (A) the principal amount of an Original Issue Discount Security
which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the
Maturity thereof to such date pursuant to Section 502, (B) if, as of such date,
the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
Section 301, and (C) Securities beneficially owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which a Responsible Officer of the Trustee knows to be
so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

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

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

         "Place of Payment" when used with respect to the Securities, means the
place or places where the principal of and any premium and interest on the
Securities are payable as specified as contemplated by Section 301.

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


                                       5
<PAGE>
         "Principal Subsidiaries" means Phoenix Life Insurance Company and
Phoenix Investment Partners, Inc., or any Subsidiary succeeding to any
substantial part of the business now conducted by any of those corporations.

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

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities means the ________, _________, ________ or ________
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.

         "Responsible Officer" of the Trustee means an officer assigned to the
Corporate Trust Division of the Trustee and located at the Corporate Trust
Office.

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

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

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

         "Significant Subsidiary" has the meaning specified in Section 501(4).

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

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

         "Subsidiary" means a corporation, partnership or other entity of which
more than 50% of the outstanding voting stock or equivalent interest is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the


                                       6
<PAGE>
Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act"
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

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

         "Vice President" when used with respect to the Company or the Trustee,
means any officer with a title of "Vice President", "Senior Vice President" or
"Executive Vice President".

SECTION 102. Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

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

SECTION 103. Form of Documents Delivered to Trustee.

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


                                       7
<PAGE>
         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers, or other management employee of the
Company or any Subsidiary stating that the information with respect to such
factual matters is in the possession of the Company or such Subsidiary, unless
such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

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

SECTION 104. Acts of Holders; Record Dates.

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

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

         The ownership of Securities shall be proved by the Security Register.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be


                                       8
<PAGE>
done by the Trustee or the Company in reliance thereon, whether or not notation
of such action is made upon such Security. Without limiting the foregoing, a
Holder entitled hereunder to give or take any action hereunder with regard to
any particular Security may do so with regard to all or any part of the
principal amount of such Security or by one or more duly appointed agents each
of which may do so pursuant to such appointment with regard to all or any
different part of such principal amount.

         The Company may, in the circumstances permitted by the Trust Indenture
Act, set any day as a record date for the purpose of determining the Holders of
Outstanding Securities entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities,
provided that the Company may not set a record date for, and the provisions of
this paragraph shall not apply with respect to, the giving or making of any
notice, declaration, request or direction referred to in the next paragraph. If
any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities in the manner
set forth in Section 106.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 502, (iii) any request to institute proceedings referred
to in Section 507(2) or (iv) any direction referred to in Section 512. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities 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 that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities on such
record date. Nothing in this paragraph shall be construed to prevent the Trustee
from setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company's
expense, shall cause notice


                                       9
<PAGE>
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities in the manner set forth in Section 106.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities in the manner set forth in Section 106, on or prior
to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which
set such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

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

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

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

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

         (2) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company, Attention: General Counsel.

         Neither the Company nor the Trustee shall be deemed to have received
any such request, demand, authorization, direction, notice, consent, waiver or
Act of Holders unless given, furnished or filed as provided in this Section 105.

SECTION 106. Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address


                                       10
<PAGE>
as it appears in the Security Register, not later than the latest date (if any),
and not earlier than the earliest date (if any), prescribed for the giving of
such notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the written approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

SECTION 107. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 108. Effect of Headings and Table of Contents.

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

SECTION 109. Successors and Assigns.

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

SECTION 110. Separability Clause.

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

SECTION 111. Benefits of Indenture.

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


                                       11
<PAGE>
SECTION 112. Governing Law.

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

SECTION 113. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, Maturity
or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Maturity or Stated Maturity;
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case
may be, if such payment is made or duly provided for on the next succeeding
Business Day.

SECTION 114. Computations.

         Unless otherwise specifically provided, the certificate or opinion of
any independent firm of public accountants of recognized standing selected by
the Board of Directors shall be conclusive evidence of the correctness of any
computation made under the provisions of this Indenture. The Company shall
furnish to the Trustee upon its request a copy of any such certificate or
opinion.

                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. Forms Generally.

         The Securities shall be substantially in the form attached as Exhibit A
hereto with such appropriate provisions as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or Depositary therefor or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof.

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

SECTION 202. Form of Legend for Global Securities.

         Every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO


                                       12
<PAGE>
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND
NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 203. Form of Trustee's Certificate of Authentication.

         The Trustee's certificates of authentication shall be in substantially
the following form:

                          Certificate of Authentication

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

Dated:
                                                       ------------------
                                                       as Trustee

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

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Title; Terms.

         The initial aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $300,000,000,
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Sections
304, 305, 306, 906 or 1108. The series may be reopened subsequent to the
issuance of the Securities and additional Securities issued. Any Securities
issued pursuant to such reopening shall be consolidated with the outstanding
Securities as a single series.

         The Securities shall be known and designated as the "_____% Quarterly
Interest Bonds Due 2031" of the Company. Their Stated Maturity shall be
_____________, 2031, and they shall bear interest at the rate per annum of
_____% from _____________, 2001, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, until the principal
thereof is paid or made available for payment, payable quarterly on _________,
__________, __________ and ________ commencing ____________, 2002.

         The principal of and premium, if any, and interest on the Securities
(other than Global Securities) shall be payable at the office or agency of the
Company in the Borough of Manhattan, the City of New York maintained for such
purpose and at any


                                       13
<PAGE>
other office or agency maintained by the Company for such purpose; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

         Payment of the principal of and premium, if any, and any interest on
any Global Security will be made by transfer of immediately available funds to a
bank account in the Borough of Manhattan, the City of New York designated by the
Holder in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

         The Securities shall be redeemable as provided in Article Eleven.

         The initial Depositary for the Securities is The Depository Trust
Company.

SECTION 302. Denominations.

         The Securities shall be issuable only in registered form without
coupons and only in denominations of $25 and any integral multiples thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

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

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities.

         Notwithstanding the provisions of the preceding paragraph, if all
Securities are not to be originally issued at one time, it shall not be
necessary to deliver the Company Order otherwise required pursuant to such
preceding paragraph at or prior to the authentication of each Security if such
Company Order is delivered at or prior to the authentication upon original
issuance of the first Security to be issued.

         Each Security shall be dated the date of its authentication.


                                       14
<PAGE>
         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

         Minor typographical and other minor errors in the text of any Security
shall not affect the validity and enforceability of such Security if it has been
duly authenticated and delivered by the Trustee.

         The Company shall execute and the Trustee shall authenticate and
deliver one or more Global Securities that (i) shall represent an aggregate
amount equal to the aggregate principal amount of the initially issued
Securities, (ii) shall be registered in the name of the Depositary or the
nominee of the Depositary, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially in the form required in Section 202.

         The Depositary must, at all times while it serves as such Depositary,
be a clearing agency registered under the Exchange Act, and any other applicable
statute or regulation.

SECTION 304. Temporary Securities.

         Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

         If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company in a Place of Payment, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities, of authorized denominations and of
like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.


                                       15

<PAGE>

SECTION 305.       Registration, Registration of Transfer and Exchange.

      The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers and exchanges of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

      Upon surrender for registration of transfer of any Security at the office
or agency of the Company in a Place of Payment, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities, of authorized
denominations and of like tenor and aggregate principal amount.

      Notwithstanding any other provision of this Section, unless and until it
is exchanged in whole or in part for the individual Securities represented
thereby, a Global Security representing all or a portion of the Securities may
not be transferred except as a whole by the Depositary to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary or nominee of such successor Depositary.

      At the option of the Holder, Securities may be exchanged for other
Securities, of authorized denominations and of like tenor and aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

      If at any time the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary or if at any time the Depositary shall cease to
be a clearing agency registered under the Exchange Act as provided in Section
303, the Company shall appoint a successor Depositary. If a successor Depositary
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities, will authenticate and make available for delivery,
individual Securities in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing the Securities in
exchange for such Global Security or Securities.

      The Company may at any time and in its sole discretion determine that
individual Securities issued in the form of one or more Global Securities shall
no longer be represented by such Global Security or Securities. In such event
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Securities, will authenticate and
make available for delivery,

                                       16
<PAGE>
individual Securities in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing the Securities in
exchange for such Global Security or Securities.

      The Depositary may surrender a Global Security in exchange in whole or in
part for individual Securities on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, without service charge:

            (i) to each Person specified by such Depositary a new individual
      Security or Securities of any authorized denomination as requested by such
      Person in aggregate principal amount equal to and in exchange for such
      Person's beneficial interest in the Global Security; and

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

      Upon the exchange of a Global Security for individual Securities in an
aggregate principal amount equal to the principal amount of such Global
Security, such Global Security shall be canceled by the Trustee. Individual
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall make available for delivery such individual Securities to the Persons in
whose names such Securities are so registered.

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

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

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax, assessment or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

      If the Securities are to be redeemed by the Company in part, the Company
shall not be required (A) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 Business Days
before the day of the

                                       17
<PAGE>
mailing of a notice of redemption of any such Securities selected for redemption
under Section 1103 and ending at the close of business on the day of such
mailing, or (B) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part.

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

      If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

      If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of like tenor and principal amount and bearing a number not contemporaneously
outstanding.

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

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

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

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

SECTION 307.       Payment of Interest; Interest Rights Preserved.

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

      Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall

                                       18
<PAGE>
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in Clause (1) or (2)
below:

            (1)   The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security and the date
of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this Clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given to each Holder of Securities in
the manner set forth in Section 106, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following Clause (2).

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

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

SECTION 308.       Persons Deemed Owners.

      Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such

                                       19
<PAGE>
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

SECTION 309.       Cancellation.

      All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order. Acquisition by the Company of any Security shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Security unless and until the same is delivered to the Trustee for
cancellation.

SECTION 310.       Computation of Interest.

      Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.       Satisfaction and Discharge of Indenture.

      This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
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:

      (1)   either

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

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

                                       20
<PAGE>
                  (i)  have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds: (A) money in an amount;
(B) U.S. Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount; or
(C) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee to pay and discharge, and
which shall be applied by the Trustee; to pay and discharge 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 which have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be;

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

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

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402.       Application of Trust Money.

      Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 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 any premium and
interest for whose payment such money has been deposited with the Trustee.

                                       21
<PAGE>
                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.       Events of Default.

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

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

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

            (3)   default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with), and continuance of such default or breach for a period
of 60 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

            (4)   the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company or any Principal
Subsidiary or any other Subsidiary that has a net worth of $__ million or more
(a "Significant Subsidiary") in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company or any Principal
Subsidiary or any Significant Subsidiary as bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or any Principal Subsidiary or any
Significant Subsidiary under any applicable Federal or State law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any Principal Subsidiary or any Significant
Subsidiary or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or
order for relief or any such other decree or order unstayed and in effect for a
period of 90 consecutive days; or

            (5)   the commencement by the Company or any Principal Subsidiary of
a voluntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of the Company or any
Principal Subsidiary or any Significant

                                       22
<PAGE>
Subsidiary in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any Principal Subsidiary or any Significant
Subsidiary or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of
corporate action by the Company or any Principal Subsidiary or any Significant
Subsidiary in furtherance of any such action.

SECTION 502.       Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default (other than an Event of Default specified in
Section 501(4) or 501(5)) with respect to Securities at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Outstanding Securities
may declare the principal amount of all the Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. If an Event of Default
specified in Section 501(4) or 501(5) with respect to Securities at the time
Outstanding occurs, the principal amount on all the Securities shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.

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

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

            (A)  all overdue interest on all Securities,

            (B) the principal and premium, if any, of any Securities which have
become due otherwise than by such declaration of acceleration and any interest
thereon at the rate or rates prescribed therefor in such Securities,

            (C) to the extent that payment of such interest is lawful, interest
upon overdue interest at the rate or rates prescribed therefor in such
Securities, and

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

                                       23
<PAGE>
      (2) all Events of Default with respect to Securities, other than the
non-payment of the principal (or a specified portion of the principal) of and
interest on Securities which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 513.

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

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

      The Company covenants that if:

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal or premium, if any, and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal or premium, if any, and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

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

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

SECTION 504.       Trustee May File Proofs of Claim.

      In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the

                                       24
<PAGE>
Trustee allowed in any such proceeding. In particular, the Trustee shall be
authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee 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 it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

      No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

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

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

SECTION 506.       Application of Money Collected.

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

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

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

      THIRD:  To the payment of the remainder, if any, to the Company, its
successors or assigns or to whomsoever may be lawfully entitled to receive
the same or as a court of competent jurisdiction may direct.

                                       25
<PAGE>
SECTION 507.       Limitation on Suits.

      No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

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

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

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

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

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

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

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

SECTION 509.       Restoration of Rights and Remedies.

      If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former

                                       26
<PAGE>
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

SECTION 510.       Rights and Remedies Cumulative.

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

SECTION 511.       Delay or Omission Not Waiver.

      No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

SECTION 512.       Control by Holders.

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

      (1) such direction shall not be in conflict with any rule of law or with
this Indenture, involve the Trustee in personal liability or be unduly
prejudicial to the Holders of the Securities not joining in the action; and

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

SECTION 513.       Waiver of Past Defaults.

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

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

                                       27
<PAGE>
      (2) in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected.

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

SECTION 514.       Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or by the Trustee.

SECTION 515.       Waiver of Usury, Stay or Extension Laws.

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

                                  ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.       Certain Duties and Responsibilities.

      The duties, responsibilities, protections, privileges, and immunities of
the Trustee shall be as provided by the Trust Indenture Act, particularly
Sections 315 and 316 thereof, unless expressly excluded as provided in this
Article Six. Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

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

                                       28
<PAGE>
SECTION 602.       Notice of Defaults.

      If a default occurs hereunder with respect to the Securities, the Trustee
within 90 days of such default shall give the Holders of Securities notice of
such default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(3) with respect to such Securities, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof; provided, further, that the
Trustee may withhold notice to the Holders, of any default with respect to the
Securities (except any default of the character specified in Section 501(1) and
(2)), if specified officers of the Trustee consider that withholding of the
notice is in the interest of the Holders of such Securities. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to the
Securities.

SECTION 603.       Certain Rights of Trustee.

      Subject to the provisions of Section 601:

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

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

      (3) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate and may at its discretion secure such further
evidence deemed necessary or advisable, but shall in no case be bound to secure
the same;

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

      (5) 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;

                                       29
<PAGE>
      (6) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

      (7) the Trustee's immunities and protections from liability and its rights
to compensation and indemnification in connection with the performance of its
duties under this Indenture shall extend to the Trustee's officers, directors,
agents and employees and its services as Paying Agent, Securities Registrar or
any other role assumed by the Trustee hereunder or to which it has been
appointed with respect to the Securities issued hereunder. Such immunities and
protections and right to indemnification, together with the Trustee's right to
compensation, shall survive the Trustee's resignation or removal and final
payment of the Securities;

      (8) the Trustee is not required to give any bond or surety with respect to
the performance of its duties or the exercise of its powers under this
Indenture;

      (9) the Trustee shall not be deemed to have knowledge of any Default or
Event of Default hereunder except (i) during any period it is serving as Paying
Agent for the Securities, any Event of Default pursuant to Section 501 (1) or
(2) or (ii) any Default or Event of Default of which a Responsible Officer shall
have received written notification or obtained "actual knowledge." The term
"actual knowledge" as used herein shall mean the actual fact or statement of
knowing by a Responsible Officer without independent investigation with respect
thereto; and

      (10) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture (other than the payment of debt
service on the Securities from moneys furnished to it pursuant hereto), whether
at the request of the Holders or any other Person, pursuant to this Indenture or
otherwise, unless it shall have been offered indemnity or security acceptable to
the Trustee against the fees, advances, costs, expenses and liabilities which
might be incurred by it in connection with the exercise of any such rights or
powers.

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

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

SECTION 605.       May Hold Securities.

      The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise

                                       30
<PAGE>
deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 606.       Money Held in Trust.

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

SECTION 607.       Compensation and Reimbursement.

      The Company agrees:

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

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

      (3) to indemnify, defend and to hold the Trustee and its officers,
directors, employees and agents harmless against, any loss, liability or expense
incurred without negligence, willful misconduct or bad faith on its part or on
the part of its agents or attorneys, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
reasonable costs and expenses of defending itself against any claim or liability
in connection therewith or with the exercise or performance of any of its powers
or duties hereunder.

SECTION 608.       Conflicting Interests.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 609.       Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee hereunder which shall (i) be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, (ii) authorized under
such laws to exercise corporate trust powers, (iii) have a combined capital and
surplus of at least $50,000,000 (or, in the case of the initial Trustee
hereunder, have a combined capital and surplus meeting the requirements of the
Trust Indenture Act and be a wholly owned subsidiary of a Person

                                       31
<PAGE>
that would otherwise meet the eligibility requirements of this Section), and
(iv) be subject to supervision or examination by Federal or State authority. If
such corporation files reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so filed. If at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article Six. The Trustee shall comply with Section 310(b) of the Trust Indenture
Act.

SECTION 610.       Resignation and Removal; Appointment of Successor.

      No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

      The Trustee may resign as trustee hereunder at any time by giving written
notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities.

      The Trustee may be removed as trustee hereunder at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and to the Company.

      If at any time:

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

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

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

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

                                       32
<PAGE>
      If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees and
shall comply with the applicable requirements of Section 611. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee hereunder
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee hereunder shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee hereunder.

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

SECTION 611.       Acceptance of Appointment by Successor.

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

      Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph.

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

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

      Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to

                                       33
<PAGE>
all or substantially all the corporate trust business of the Trustee, shall be
the successor Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 613.       Preferential Collection of Claims Against Company.

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

SECTION 614.       Appointment of Authenticating Agent.

      The Trustee may appoint an Authenticating Agent or Agents which shall be
authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent files reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so filed.

      If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

      Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such

                                       34
<PAGE>
corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent.

      No successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section.

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

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

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

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


                                    By: ________________________________
                                        As Authenticating Agent


                                    By: ________________________________
                                        Authorized Signatory

                                 ARTICLE SEVEN

              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

                                       35
<PAGE>
      (l) quarterly, not more than 10 days after each Regular Record Date, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities as of such Regular Record Date; and

      (2) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 10 days prior to the time such list
is furnished; provided, that no such list need be provided in any case to the
extent it would include names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702.       Preservation of Information; Communications to Holders.

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

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

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

SECTION 703.       Reports by Trustee.

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

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

SECTION 704.       Reports by Company.

      The Company shall:

      (1) file with the Trustee, within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company
is not required to file information,

                                       36
<PAGE>
documents or reports pursuant to either of said Sections, then it shall file
with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered on
a national securities exchange as may be prescribed from time to time in such
rules and regulations;

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

      (3) transmit by mail, to all Holders, as their names and addresses appear
in the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to Clauses (1) and (2) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.

                                 ARTICLE EIGHT

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

            (a)   Subject to Section 801(c), the Company shall not consolidate
with or merge into any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and the Company shall not
permit any Person to consolidate with or merge into the Company, unless:

            (1)   the Company is the surviving corporation in a merger or
consolidation;  or

            (2)   in case the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person: the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a corporation, partnership or
trust, organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or
observed; and

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

                                       37
<PAGE>
            (4)   the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.

            (b)   Subject to Section 801(c), any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result of any such transaction
shall be treated as having been incurred by the Company or such Subsidiary at
the time of such transaction.

            (c)   The provisions of Section 801(a) and (b) shall not be
applicable to:

            (1)   the direct or indirect conveyance, transfer or lease of all or
any portion of the stock, assets or liabilities of any of the Company's wholly
owned Subsidiaries to the Company or to other wholly owned Subsidiaries of the
Company; or

            (2)   any recapitalization transaction, a change of control of the
Company or a highly leveraged transaction unless such transaction or change of
control is structured to include a merger or consolidation by the Company or
conveyance, transfer or lease of the Company's assets substantially as an
entirety.

SECTION 802.       Successor Substituted.

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.       Supplemental Indentures Without Consent of Holders.

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

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

                                       38
<PAGE>
      (2)   to add to the covenants of the Company for the benefit of the
Holders of all Securities or to surrender any right or power herein conferred
upon the Company;

      (3)   to add any additional Events of Default for the benefit of the
Holders of all Securities;

      (4)   to secure the Securities;

      (5)   to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities;

      (6) to cure any ambiguity, to correct or supplement any provision herein
which may be defective or inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Indenture as the Company and the Trustee may deem necessary and desirable,
provided that such action pursuant to this Clause (6) shall not adversely affect
the interests of the Holders of Securities in any material respect;

      (7) to conform any provision hereof to the requirements of the Trust
Indenture Act or otherwise as necessary to comply with applicable law; or

      (8)   to make any change that does not adversely affect the rights of
any Holder.

SECTION 902.       Supplemental Indentures With Consent of Holders.

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

      (1) change the Stated Maturity of the principal of, or any installment of
or interest on, any Security, or reduce the principal amount of or the rate of
interest thereon payable upon the redemption thereof, or which would be due and
payable upon redemption or would be provable in bankruptcy, or adversely affect
any right of repayment of the Holder of any Security or change the Place of
Payment or the coin or currency in which, any Security or interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date); or

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

                                       39
<PAGE>
provisions of this Indenture or certain defaults hereunder and their
consequences) or reduce the quorum or voting requirements provided for in this
Indenture; or

      (3) modify any of the provisions of this Section, Section 513 or Section
1009, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to "the Trustee" and concomitant changes in
this Section and Section 1009, or the deletion of this proviso, in accordance
with the requirements of Sections 611 and 901(5).

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

SECTION 903.       Execution of Supplemental Indentures.

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

SECTION 904.       Effect of Supplemental Indentures.

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

SECTION 905.       Conformity with Trust Indenture Act.

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

SECTION 906.       Reference in Securities to Supplemental Indentures.

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

                                       40


<PAGE>

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. Payment of Principal and Interest.

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

         The Company shall pay interest on overdue amounts at the rate set forth
in paragraph 1 of the Securities, and it shall pay interest on overdue interest
at the same rate (to the extent that the payment of such interest shall be
legally enforceable), which interest on overdue interest shall accrue from the
date such amounts became overdue.

SECTION 1002. Maintenance of Office or Agency.

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

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

SECTION 1003. Money for Securities Payments to Be Held in Trust.

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


                                       41
<PAGE>
         Whenever the Company shall have one or more Paying Agents for the
Securities, it will, prior to each due date of the principal of or any interest
on any Securities, deposit with a Paying Agent a sum sufficient to pay such
amount, such sum to be held as provided by the Trust Indenture Act, 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 will cause each Paying Agent for the Securities other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent, (2) give the Trustee notice of
any default by the Company (or any other obligor upon the Securities) in the
making of any payment of principal or interest, and (3) during the continuance
of any default by the Company in the making of any payment in respect of the
Securities, upon the written request of the Trustee, forthwith pay to the
Trustee all sums held in trust by such Paying Agent for payment in respect of
the Securities.

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

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

SECTION 1004. Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in


                                       42
<PAGE>
the performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

SECTION 1005. Existence.

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

SECTION 1006. Maintenance of Properties.

         The Company will cause all material properties of the Company used or
useful in the conduct of its business or the business of any of the Subsidiaries
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company may be necessary so that the Company and each of the
Subsidiaries may properly and advantageously conduct their respective businesses
at all times; provided, however, that nothing in this Section shall prevent the
Company from selling, abandoning or otherwise disposing of, or discontinuing the
operation or maintenance of, any of such properties if such action is, in the
judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary.

SECTION 1007. Payment of Taxes.

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

SECTION 1008. Limitation on Liens on Stock of Principal Subsidiaries.

         The Company will not, and it will not permit any Subsidiary of the
Company to, at any time directly or indirectly create, assume, incur or permit
to exist any Indebtedness secured by a pledge, lien or other encumbrance (any
pledge, lien or other encumbrance being hereinafter in this Section referred to
as a "lien") on the voting securities of Principal Subsidiaries, or the voting
securities of a Subsidiary that owns, directly or


                                       43
<PAGE>
indirectly, the voting securities of any of the Principal Subsidiaries without
making effective provision whereby the Securities then Outstanding (and, if the
Company so elects, any other Indebtedness of the Company that is not subordinate
to the Securities and with respect to which the governing instruments require,
or pursuant to which the Company is otherwise obligated or required, to provide
such security) shall be equally and ratably secured with such secured
Indebtedness so long as such other Indebtedness shall be secured. For purposes
of this Section 1008 only, "Indebtedness", in addition to those items specified
in Section 101 hereof, shall include any obligation of, or any such obligation
guaranteed by, any Person for the payment of amounts due under a swap agreement
or other similar instrument or agreement or foreign currency hedge exchange or
similar instrument or agreement.

         If the Company shall hereafter be required to secure the Securities
equally and ratably with any other Indebtedness pursuant to this Section, (i)
the Company will promptly deliver to the Trustee an Officers' Certificate
stating that the foregoing covenant has been complied with, and an Opinion of
Counsel stating that in the opinion of such counsel the foregoing covenant has
been complied with and that any instruments executed by the Company or any
Subsidiary of the Company in the performance of the foregoing covenant comply
with the requirements of the foregoing covenant and (ii) the Trustee is hereby
authorized to enter into an indenture or agreement supplemental hereto and to
take such action, if any, as it may deem advisable to enable it to enforce the
rights of the holders of the Securities so secured.

SECTION 1009. Waiver of Certain Covenants.

         The Company may, with respect to the Securities, omit in any particular
instance to comply with any term, provision or condition set forth in any
covenant provided pursuant to Section 901(2) for the benefit of the Holders or
in any of Sections 1006 to 1008, inclusive, if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. Right of Redemption.

         (a) OPTIONAL REDEMPTION. The Securities shall be redeemable, in whole
or in part, at any time on or after ________ ___, 2006 at the Company's option,
at a Redemption Price equal to 100% of the principal amount of the Bonds being
redeemed plus accrued and unpaid interest thereon to, but not including, the
Redemption Date.


                                       44
<PAGE>
         The Bonds shall not be redeemable at the option of any Holder thereof,
upon the occurrence of any particular circumstances or otherwise. The Bonds
shall not have the benefit of any sinking fund.

         (b) REDEMPTION FOR TAX REASONS. The Securities shall be redeemable, in
whole but not in part, at any time, at the Company's option, at a Redemption
Price equal to 100% of the principal amount of the Securities being redeemed
plus accrued and unpaid interest thereon to, but not including, the Redemption
Date if on or after ______ ___, 2001, a Change in U.S. Tax Laws (as defined
below) results in a substantial likelihood that the Company will not be able to
deduct the full amount of interest accrued on the Bonds for U.S. Federal income
tax purposes. A "Change in U.S. Tax Laws" means (i) any actual or proposed
change in or amendment to the laws of the U.S. or regulations or rulings
promulgated under those laws; (ii) any change in the way those laws, rulings or
regulations are interpreted, applied or enforced; (iii) any action taken by a
taxing authority that applies to the Company; (iv) any court decision, whether
or not in a proceeding involving the Company; or (v) any technical advice
memorandum, letter ruling or administrative or administrative pronouncement
issued by the U.S. Internal Revenue Service, based on a fact pattern
substantially similar to that pertaining to the Company.

SECTION 1102. Applicability of Article.

         Redemption of Securities at the election of the Company, as permitted
by any provision of the Securities or this Indenture, shall be made in
accordance with such provision and this Article Eleven.

SECTION 1103. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company
of less than all the Securities (including any such redemption affecting only a
single Security), the Company shall, at least 45 days but not more than 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of
the principal amount of Securities to be redeemed and, if applicable, of the
tenor of the Securities to be redeemed.

SECTION 1104. Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities are to be redeemed (unless such
redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 45 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of a portion of the principal
amount of any Security, provided that the unredeemed portion of the principal
amount of any Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security. If less
than all the Securities and of a specified tenor are to be redeemed (unless such
redemption affects


                                       45
<PAGE>
only a single Security), the particular Securities to be redeemed shall be
selected not more than 45 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities and specified tenor not previously called for
redemption in accordance with the preceding sentence.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in the case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1105. Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at its address appearing in
the Security Register. Unless the Company defaults in payment of the Redemption
Price, on and after the Redemption Date, interest shall cease to accrue on the
Securities.

           All notices of redemption shall state:

           (1) the Redemption Date;

           (2) the Redemption Price;

           (3) if less than all the Outstanding Securities consisting of more
than a single Security are to be redeemed, the identification (and, in the case
of partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the Outstanding
Securities consisting of a single Security are to be redeemed, the principal
amount of the particular Security to be redeemed;

           (4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date; and

           (5) the place or places where each such Security is to be surrendered
for payment of the Redemption Price.


                                       46
<PAGE>
         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

SECTION 1106. Deposit of Redemption Price.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

SECTION 1107. Securities Payable on Redemption Date.

         Notice of redemption having been given pursuant to Section 1105, the
Securities to be so redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear or accrue any interest.
Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price,
together with any accrued but unpaid interest to, but not including, the
Redemption Date; provided, however, that installments of accrued and unpaid
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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

SECTION 1108. Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.


                                       47
<PAGE>
                                 ARTICLE TWELVE

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1201. Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option at any time, to have Section 1202
or Section 1203 applied to any Securities upon compliance with the conditions
set forth below in this Article. Any such election shall be evidenced by a Board
Resolution.

SECTION 1202. Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities, the Company shall be deemed to have been discharged
from its obligations with respect to such Securities as provided in this Section
on and after the date the conditions set forth in Section 1204 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003, (2) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (3) this Article. Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 1203 applied to such Securities.

SECTION 1203. Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities (1) the Company shall be released from its obligations
under Section 801, Sections 1006 to 1008, inclusive, and any covenants provided
pursuant to 901(2) for the benefit of the Holders of such Securities and (2) the
occurrence of any event specified in Sections 501(3) (with respect to any of
Section 801, Sections 1006 to 1008, and any such covenants provided pursuant to
Section 901(2) shall be deemed not to be or result in an Event of Default, in
each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1204 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(3)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.


                                       48
<PAGE>
SECTION 1204. Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1202 or Section 1203 to any Securities:

         (1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this
Article applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities, (A) money in an amount, or
(B) U.S. Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying trustee)
to pay and discharge, the principal of and interest on such Securities on the
respective Stated Maturities, in accordance with the terms of this Indenture and
such Securities. As used herein, "U.S. Government Obligation" means (x) any
security which is (i) a direct obligation of the United States of America for
the payment of which the full faith and credit of the United States of America
is pledged or (ii) an obligation of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case (i) or (ii),
is not callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in Clause (x) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment
of principal of or interest on any U.S. Government Obligation which is so
specified and held, 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 depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.

         (2)In the event of an election to have Section 1202 apply to any
Securities, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date of
this instrument, there has been a change in the applicable Federal income tax
law, in either case (A) or (B) to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit,
Defeasance and discharge to be effected with respect to such Securities and will
be subject to Federal income tax on the same amount, in the same manner and at
the same times as would be the case if such deposit, Defeasance and discharge
were not to occur.


                                       49
<PAGE>
         (3)In the event of an election to have Section 1203 apply to any
Securities, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit and
Covenant Defeasance to be effected with respect to such Securities and will be
subject to Federal income tax on the same amount, in the same manner and at the
same times as would be the case if such deposit and Covenant Defeasance were not
to occur.

         (4)The Company shall have delivered to the Trustee an Officers'
Certificate to the effect that it has been informed by the relevant securities
exchange(s) that such Securities, if then listed on any securities exchange,
will be delisted as a result of such deposit.

         (5)No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such deposit or,
with regard to any such event specified in Sections 501(4) and (5), at any time
on or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day).

         (6)Such Defeasance or Covenant Defeasance shall not result in a breach
or violation of, or constitute a default under, any indenture or other agreement
or instrument for borrowed money to which the Company is a party or by which it
is bound.

         (7)Such Defeasance or Covenant Defeasance shall not result in the trust
arising from such deposit constituting an investment company within the meaning
of the Investment Company Act unless such trust shall be registered under such
Act or exempt from registration thereunder.

         (8)The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

SECTION 1205.  Deposited Money and U.S. Government Obligations to Be Held in
               Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1206, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1204 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.


                                       50
<PAGE>
         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1204 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1204 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

SECTION 1206. Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1202 or 1203 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1205 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

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


                                       51
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

THE PHOENIX COMPANIES, INC.

By:    ________________________
Name:
Title:

            [SEAL]

Attest:________________________
Name:
Title:


SUNTRUST BANK,
as Trustee

By:    ________________________
Name:
Title:

            [SEAL]

Attest:________________________
Name:
Title:


                                       52
<PAGE>
STATE OF             )
                     ) ss.:
COUNTY OF            )



         On the ___ day of ________, ____, before me personally came
__________________ to me known, who, being by me duly sworn, did depose and say
that s/he is __________________________ of SUNTRUST BANK, as described in and
which executed the foregoing instrument; that s/he knows the seal of said
banking corporation; that the seal affixed to said instrument is such seal; that
it was so affixed by authority of the Board of Directors of said banking
corporation; and that s/he signed her/his name thereto by like authority.

STATE OF             )
                     ) ss.:
COUNTY OF            )



            On the ___ day of ________, ____, before me personally came
__________________ to me known, who, being by me duly sworn, did depose and say
that s/he is __________________________ of THE PHOENIX COMPANIES, INC., as
described in and which executed the foregoing instrument; that s/he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that s/he signed her/his name thereto by like authority.
<PAGE>
                                    EXHIBIT A

                                 [SPECIMEN BOND]

                           (FORM OF FACE OF SECURITY)

         This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Security is exchangeable for Securities registered
in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture, and no transfer of this
Security (other than a transfer of this Security as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary) may be registered except in limited
circumstances.

         Unless this Security is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any Security
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.

Certificate No.
$_____________
CUSIP No.  _________

                           THE PHOENIX COMPANIES, INC.

                      ___% Quarterly Interest Bond due 2031

           THE PHOENIX COMPANIES, INC., a Delaware corporation (the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of ____________ ($__________) on
_____________, 2031, and to pay interest on the outstanding principal amount
thereon from ____________, 2001, or from the immediately preceding interest
payment date (each such date, an "Interest Payment Date") to which interest has
been paid or duly provided for, quarterly in arrears on __________, __________,
_________ and __________ of each year, commencing ____________, 2002, at the
rate of ____% per annum, until the entire principal hereof shall have become due
and payable and, until the principal hereof is paid or duly provided for or made
available for payment. The amount of interest payable on this security shall be
computed on the basis of a 360-day year of twelve 30-day months.


                                      A-1
<PAGE>
         In the event that any date on which interest is payable on this
Security is not a Business Day, then payment of interest payable on such date
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay). A "Business Day" shall
mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in New York, New York, Hartford, Connecticut, the
Corporate Trust Office or any Place of Payment are authorized or obligated by
law or executive order to close. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the ______, ______, ______ or ______ immediately preceding such Interest Payment
Date (a "Regular Record Date"). Any such interest installment not punctually
paid or duly provided for shall forthwith cease to be payable to the registered
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date to be fixed by the Trustee for the
payment of such Defaulted Interest, notice whereof shall be given to the Holder
of this Security not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Security may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.

         The principal of and the interest on this Security shall be payable at
the office or agency of the Company maintained for that purpose in the United
States in such coin or currency of the United States of America that at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the registered Holder at such address as shall appear in the
Security Register. Notwithstanding the foregoing, so long as the Holder of this
Security is a Depository (or its nominee, including, without limitation, Cede &
Co.), the payment of the principal of (and premium, if any) and interest on this
Security will be made at such place and to such account as may be designated by
such Depository (or its nominee, including, without limitation, Cede & Co.). All
payments of principal and interest hereunder shall be made in immediately
available funds.

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

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


                                      A-2
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

THE PHOENIX COMPANIES, INC.

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

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


                                      A-3
<PAGE>
                          CERTIFICATE OF AUTHENTICATION

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

Dated:
SUNTRUST BANK,
as Trustee

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


                                      A-4
<PAGE>
                          (FORM OF REVERSE OF SECURITY)

         This Security is one of a duly authorized issue of Securities of the
Company, designated as its ___% Quarterly Interest Bonds due 2031, issued under
and pursuant to an Indenture, dated as of ___________, 2001 (the "Indenture")
between the Company and SunTrust Bank, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

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

         The Securities are redeemable, in whole or in part, at any time on or
after ___________ __, 2006, at the Company's option, at a redemption price equal
to 100% of the principal amount of the Securities being redeemed plus accrued
and unpaid interest thereon to, but not including, the Redemption Date (the
"Redemption Price").

         The Securities are redeemable, in whole but not in part, at any time,
at the Company's option, at a redemption price equal to 100% of the principal
amount of the Securities being redeemed plus accrued and unpaid interest thereon
to, but not including, the Redemption Date if on or after ________ __, 2001, a
Change in U.S. Tax Laws (as defined below) results in a substantial likelihood
that the Company will not be able to deduct the full amount of interest accrued
on the Securities for U.S. Federal income tax purposes. A "Change in U.S. Tax
Laws" means (i) any actual or proposed change in or amendment to the laws of the
U.S. or regulations or rulings promulgated under those laws; (ii) any change in
the way those laws, rulings or regulations are interpreted, applied or enforced;
(iii) any action taken by a taxing authority that applies to the Company; (iv)
any court decision, whether or not in a proceeding involving the Company; or (v)
any technical advice memorandum, letter ruling or administrative pronouncement
issued by the U.S. Internal Revenue Service, based on a fact pattern
substantially similar to that pertaining to the Company. If (i) notice has been
given as provided in the next paragraph and (ii) funds for the redemption of any
Securities called for redemption shall have been made available as provided in
the Indenture on the Redemption Date referred to in such notice, such Securities
will cease to bear interest on the date fixed for such redemption specified in
such notice, and the only right of the Holders of such Securities will be to
receive payment of the Redemption Price.

         Notice of any optional redemption will be given to Holders at their
addresses, as shown in the Security Register, not more than 60 nor less than 30
days prior to the Redemption Date. The notice of redemption will specify, among
other items, the Redemption Price and the principal amount of the Securities
held by each Holder to be redeemed. If less than all the Securities are to be
redeemed at the option of the Company, the Company will notify the Trustee at
least 45 days prior to giving notice of redemption of the aggregate principal
amount of the Securities to be redeemed and their Redemption


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<PAGE>
Date. The Trustee shall select not more than 45 days prior to the Redemption
Date, in such manner as it shall deem fair and appropriate, Securities to be
redeemed in whole or in part.

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

         The Securities are not redeemable at the option of any Holder thereof,
upon the occurrence of any particular circumstances or otherwise. The Securities
shall not have the benefit of any sinking fund.

         If an Event of Default shall occur and be continuing, the principal of
all the Securities may be declared due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.

         The Indenture contains provisions for satisfaction, discharge and
defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.

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

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company to pay
the principal and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under the Indenture duly endorsed by,
or accompanied by a written instrument of transfer, in form satisfactory to the
Company and the Securities Registrar, duly executed by the Holder hereof or his
or her attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service


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<PAGE>
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax, assessment or
other governmental charge payable in connection therewith.

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

         This Global Security is exchangeable for Securities in definitive form
only under certain limited circumstances set forth in the Indenture. Securities
are issuable in registered form only and in denominations of $25 and any
integral multiple thereof. As provided in the Indenture and subject to certain
limitations herein and therein set forth, Securities are exchangeable for a like
aggregate principal amount of Securities of a different authorized denomination,
as requested by the Holder surrendering the same.

         The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for U.S. Federal, State and local tax
purposes it is intended that this Security constitute indebtedness.

         THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK.



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