<PAGE>

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                                                                     Exhibit 4.3



                                  ANTHEM, INC.,
                                              as Issuer

                                       TO

                              THE BANK OF NEW YORK
                                              as Trustee



                                    Indenture



                          Dated as of November 2, 2001


                                   DEBENTURES




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

<PAGE>

                                TABLE OF CONTENTS

                                   __________

<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>                                                                 <C>
Parties...............................................................  1

Recitals of the Company...............................................  1

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.    Definitions...........................................  1
                Affiliate.............................................  1
                Board of Directors....................................  1
                Board Resolution......................................  1
                Business Day..........................................  1
                Capital Stock.........................................  2
                Common Stock..........................................  2
                Company Order.........................................  2
                Corporate Trust Office................................  2
                Debentureholder.......................................  2
                Debentures............................................  2
                Default...............................................  2
                Deferral Period.......................................  2
                Designated Senior Indebtedness........................  2
                Exchange Act..........................................  2
                Indenture.............................................  3
                Interest Payment Date.................................  3
                Issue Date............................................  3
                Office................................................  3
                Agency................................................  3
                Officer...............................................  3
                Officers' Certificate.................................  3
                Opinion of Counsel....................................  3
                Paying Agent..........................................  3
                Person................................................  3
                Predecessor Debentures................................  3
                Record Date...........................................  3
                Redemption Date.......................................  4
                Redemption Price......................................  4
                Regular Record Date...................................  4
                Representative........................................  4
                Responsible Officer...................................  4
                SEC...................................................  4
                Securities Act........................................  4
</TABLE>



                                        i

<PAGE>

<TABLE>
<S>                                                                          <C>
              Senior Indebtedness...........................................   4
              series........................................................   5
              Special Record Date...........................................   5
              Stated Maturity Date..........................................   5
              Subsidiary....................................................   5
              TIA...........................................................   5
              Trustee.......................................................   5
              U.S. Government Obligations...................................   6
SECTION 1.2.  Other Definitions.............................................   6
SECTION 1.3.  Incorporation by Reference of TIA.............................   6
SECTION 1.4.  Rules of Construction.........................................   7
SECTION 1.5.  Acts of Holders and Holders of Debentures.....................   7

                                   ARTICLE II

                                 THE DEBENTURES

SECTION 2.1.  Amount Unlimited; Issuable in Series..........................   8
SECTION 2.2.  Payment of Principal and Interest.............................  10
SECTION 2.3.  Execution, Authentication and Delivery........................  12
SECTION 2.4.  Registrar and Paying and Conversion Agents....................  14
SECTION 2.5.  Paying Agent to Hold Money in Trust...........................  15
SECTION 2.6.  Debentureholder Lists.........................................  16
SECTION 2.7.  Transfer and Exchange.........................................  16
SECTION 2.8.  Replacement Debentures........................................  17
SECTION 2.9.  Outstanding Debentures; Determinations of Holders' Action.....  18
SECTION 2.10. Temporary Debentures..........................................  18
SECTION 2.11. Book-Entry System.............................................  19
SECTION 2.12. Cancellation..................................................  20
SECTION 2.13. CUSIP Numbers.................................................  21
SECTION 2.14. Record Date...................................................  21

                                   ARTICLE III

                                   REDEMPTION

SECTION 3.1.  Redemption; Notice to Trustee.................................  21
SECTION 3.2.  Selection of Debentures to Be Redeemed........................  21
SECTION 3.3.  Notice of Redemption..........................................  22
SECTION 3.4.  Effect of Notice of Redemption................................  23
SECTION 3.5.  Deposit of Redemption Price...................................  23
SECTION 3.6.  Debentures Redeemed in Part...................................  23

                                   ARTICLE IV

                                    COVENANTS

SECTION 4.1.  Payment of Principal, Premium and Interest....................  23
</TABLE>



                                       ii

<PAGE>

<TABLE>
<S>                                                                         <C>
SECTION 4.2.  Limitation on Dividends.......................................  24
SECTION 4.3.  Periodic Reports to Trustee...................................  25
SECTION 4.4.  Compliance Certificates.......................................  25
SECTION 4.5.  Further Instruments and Acts..................................  26
SECTION 4.6.  Statement by Officers as to Default...........................  26

                                    ARTICLE V

                              SUCCESSOR CORPORATION

SECTION 5.1.  When the Company May Merge, Etc...............................  26

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

SECTION 6.1.  Events of Default.............................................  27
SECTION 6.2.  Acceleration..................................................  28
SECTION 6.3.  Other Remedies................................................  29
SECTION 6.4.  Waiver of Past Defaults.......................................  29
SECTION 6.5.  Control by Holders............................................  30
SECTION 6.6.  Limitation on Suits...........................................  30
SECTION 6.7.  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest.......................................  31
SECTION 6.8.  Collection Suits by the Trustee...............................  31
SECTION 6.9.  Trustee May File Proofs of Claim..............................  32
SECTION 6.10. Priorities....................................................  32
SECTION 6.11. Undertaking for Costs.........................................  33

                                   ARTICLE VII

                                   THE TRUSTEE

SECTION 7.1.  Duties and Responsibilities of the Trustee....................  33
SECTION 7.2.  Rights of the Trustee.........................................  34
SECTION 7.3.  Not Responsible for Recitals or Issuances of Debentures.......  36
SECTION 7.4.  May Hold Debentures...........................................  36
SECTION 7.5.  Notice of Defaults............................................  36
SECTION 7.6.  Reports by Trustee to Holders.................................  36
SECTION 7.7.  Compensation and Indemnity....................................  37
SECTION 7.8.  Eligibility; Disqualification.................................  38
SECTION 7.9.  Resignation and Removal; Appointment of Successor.............  38
SECTION 7.10. Acceptance of Appointment by Successor........................  40
SECTION 7.11. Successor Trustee by Merger...................................  41
</TABLE>



                                       iii

<PAGE>

<TABLE>
<S>                                                                                                             <C>
                                                   ARTICLE VIII

                            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 8.1.   Satisfaction and Discharge of Indenture .....................................................    41
SECTION 8.2.   Application by Trustee of Funds Deposited for Payment of Debentures .........................    42
SECTION 8.3.   Repayment of Moneys Held by Paying Agent ....................................................    43
SECTION 8.4.   Return of Moneys Held by the Trustee and Paying Agent Unclaimed for Two Years ...............    43

                                                    ARTICLE IX

                                              SUPPLEMENTAL INDENTURES

SECTION 9.1.   Supplemental Indentures Without Consent of Holders ..........................................    43
SECTION 9.2.   Supplemental Indentures with Consent of Holders .............................................    45
SECTION 9.3.   Compliance with Trust Indenture Act .........................................................    46
SECTION 9.4.   Revocation and Effect of Consents, Waivers and Actions ......................................    46
SECTION 9.5.   Notation on or Exchange of Debentures .......................................................    47
SECTION 9.6.   Execution of Supplemental Indentures ........................................................    47
SECTION 9.7.   Effect of Supplemental Indentures ...........................................................    47

                                                    ARTICLE X

                                                  SINKING FUNDS

SECTION 10.1.  Applicability of Article ....................................................................    47
SECTION 10.2.  Satisfaction of Sinking Fund Payments with Debentures .......................................    48
SECTION 10.3.  Redemption of Debentures for Sinking Fund ...................................................    48

                                                    ARTICLE XI

                                           MEETINGS OF DEBENTUREHOLDERS

SECTION 11.1.  Purposes for Which Meetings May Be Called ...................................................    49
SECTION 11.2.  Call, Notice and Place of Meetings ..........................................................    49
SECTION 11.3.  Persons Entitled to Vote at Meetings ........................................................    49
SECTION 11.4.  Quorum; Action ..............................................................................    50
SECTION 11.5.  Determination of Voting Rights; Conduct and Adjournment of Meetings .........................    50
SECTION 11.6.  Counting Votes and Recording Action of Meetings .............................................    51

                                                   ARTICLE XII
                                           SUBORDINATION OF DEBENTURES

SECTION 12.1.  Debentures Subordinate to Senior Indebtedness ...............................................    52
SECTION 12.2.  No Payment in Certain Circumstances, Payment over of Proceeds upon Dissolution, Etc .........    52
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                                            <C>
SECTION 12.3.   Prior Payment to Senior Indebtedness upon Acceleration of the Debentures ...................    54
SECTION 12.4.   Payment Permitted If No Default ............................................................    54
SECTION 12.5.   Subrogation to Rights of Holders of Senior Indebtedness ....................................    55
SECTION 12.6.   Provisions Solely to Define Relative Rights ................................................    55
SECTION 12.7.   Trustee to Effectuate Subordination ........................................................    55
SECTION 12.8.   No Waiver of Subordination Provisions ......................................................    55
SECTION 12.9.   Notice to Trustee ..........................................................................    56
SECTION 12.10.  Reliance on Judicial Order or Certificate of Liquidating Agent .............................    57
SECTION 12.11.  Trustee Not Fiduciary for Holders of Senior Indebtedness ...................................    57
SECTION 12.12.  Reliance by Holders of Senior Indebtedness on Subordination Provisions .....................    57
SECTION 12.13.  Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights .......    58
SECTION 12.14.  Article Applicable to Paying Agents ........................................................    58

                                                   ARTICLE XIII
                                                   MISCELLANEOUS

SECTION 13.1.   Trust Indenture Act Controls ...............................................................    58
SECTION 13.2.   Notices ....................................................................................    58
SECTION 13.3.   Communication by Holders with Other Holders ................................................    59
SECTION 13.4.   Certificate and Opinion as to Conditions Precedent .........................................    60
SECTION 13.5.   Statements Required in Certificate or Opinion ..............................................    60
SECTION 13.6.   Severability Clause ........................................................................    60
SECTION 13.7.   Rules by Trustee, Paying Agent and Registrar ...............................................    60
SECTION 13.8.   Legal Holidays .............................................................................    61
SECTION 13.9.   Governing Law ..............................................................................    61
SECTION 13.10.  No Recourse Against Others .................................................................    61
SECTION 13.11.  Successors and Assigns .....................................................................    61
SECTION 13.12.  Counterparts ...............................................................................    61
SECTION 13.13.  No Adverse Interpretation of Other Agreements ..............................................    61
SECTION 13.14.  Table of Contents, Headings, Etc ...........................................................    61
SECTION 13.15.  Benefits of the Indenture ..................................................................    62
</TABLE>

                                        v

<PAGE>

                           ...........................

                             Anthem, Inc. Indenture
                 Certain Sections of this Indenture relating to
           Sections 310 through 318 of the Trust Indenture Act of 1939

<TABLE>
<CAPTION>
 Trust Indenture
   Act Section                                                Indenture Section
<S>                                                           <C>
(S)310(a)(1)         .......................................  2.3; 7.8
      (a)(2)         .......................................  2.3; 7.8
      (a)(3)         .......................................  Not Applicable
      (a)(4)         .......................................  Not Applicable
      (a)(5)         .......................................  Not Applicable
      (b)            .......................................  7.8; 7.9
      (c)            .......................................  Not Applicable
(S)311(a)            .......................................  Not Applicable
      (b)            .......................................  Not Applicable
      (c)            .......................................  Not Applicable
(S)312(a)            .......................................  2.6
      (b)            .......................................  13.3
      (c)            .......................................  13.3
(S)313(a)            .......................................  7.6
      (b)(1)         .......................................  Not Applicable
      (b)(2)         .......................................  Not Applicable
      (c)            .......................................  7.6
      (d)            .......................................  7.6
(S)314(a)            .......................................  4.3; 4.4
      (b)            .......................................  Not Applicable
      (c)(1)         .......................................  2.3; 13.4; 13.5
      (c)(2)         .......................................  2.3; 13.4; 13.5
      (c)(3)         .......................................  Not Applicable
      (d)            .......................................  Not Applicable
      (e)            .......................................  13.5
                     .......................................  Not Applicable
(S)315(a)            .......................................  7.1(b); 7.2
      (b)            .......................................  7.2; 7.4; 13.2
      (c)            .......................................  7.1(a); 7.2
      (d)            .......................................  7.1(c); 7.2
      (e)            .......................................  6.11
(S)316(a)(1)(A)      .......................................  6.5
      (a)(1)(B)      .......................................  6.2; 6.4
      (a)(2)         .......................................  Not Applicable
      (a)(last       .......................................  2.9
         sentence)
      (b)            .......................................  6.7
      (c)            .......................................  1.5
(S)317(a)(1)         .......................................  6.8
      (a)(2)         .......................................  6.9
      (b)            .......................................  2.5
(S)318(a)            .......................................  13.1
      (b)            .......................................  Not Applicable
      (c)            .......................................  13.1
</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 November 2, 2001, by and between Anthem, Inc., a
corporation duly organized and existing under the laws of the State of Indiana,
or any successor thereto (the "Company"), and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee").

         Whereas, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
subordinated Debentures (as hereinafter defined), and to provide therefor, the
Company has duly authorized the execution and delivery of this Indenture.

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

         Now Therefore:

         Each of the Company and the Trustee, intending to be legally bound
hereby, agrees as follows for the benefit of the other party and for the equal
and ratable benefit of the Holders (as hereinafter defined) of the securities
issued hereunder:

                                    ARTICLE I

                   Definitions and Incorporation by Reference

SECTION 1.1.      Definitions.

         "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. When used with respect to any Person,
"control" means the power, directly or indirectly, to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" and "under common control with" have meanings
correlative to the foregoing.

         "Board of Directors" means either the Board of Directors of the Company
or the Executive Committee of such Board or any other committee of such Board
duly authorized to act generally or in any particular respect for the Board
hereunder.

         "Board Resolution" means (i) 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, (ii) a copy of a unanimous written consent of the Board of
Directors or (iii) a certificate signed by the authorized officer or officers to
whom the Board of Directors has delegated its authority, and in each case,
delivered to the Trustee.

         "Business Day" means any day that is not a Saturday, a Sunday or day on
which banking institutions and trust companies in The City of New York are
authorized or required by law, regulation or executive order to close.


<PAGE>

         "Capital Stock" means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated, whether voting or non-voting) corporate stock or similar
interests in other types of entities.

         "Common Stock" means the Common Stock, par value $0.01 per share, of
the Company.

         "Company Order" means a written request or order signed in the name of
the Company by an Officer of the Company and delivered to the Trustee.

         "Corporate Trust Office" means the office of the Trustee at which at
any time its corporate trust business shall be principally administered, which
office at the date hereof is located at 5 Penn Plaza, 13th Floor, New York, New
York 10001, Attention: Corporate Trust Administration, or such other address as
the Trustee may designate from time to time by notice to the Holders and the
Company, or the designated office of any successor Trustee (or such other
address as a successor Trustee may designate from time to time by notice to the
Holders and the Company).

         "Debentureholder" or "Holder" means a Person in whose name a Debenture
is registered on the Registrar's books.

         "Debentures" means any of the debentures of any series issued,
authenticated and delivered under this Indenture, as the same may now or
hereafter exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated, substituted for or replaced.

         "Default" means any event which is, or after notice or passage of time,
or both, would be, an Event of Default pursuant to Section 6.1.

         "Deferral Period," with respect to any series of Debentures, means any
period during which the Company elects to extend the interest payment period on
such series of Debentures pursuant to Section 4.1(b); provided that a Deferral
Period (or any extension thereof) may not extend beyond the Stated Maturity Date
or the Redemption Date of any Debenture of such series and must end on an
Interest Payment Date or, if the Debentures are redeemed, on an Interest Payment
Date or the Redemption Date for such Debentures.

         "Designated Senior Indebtedness" means the Company's obligations under
any particular Senior Indebtedness in which the instrument creating or
evidencing the same or the assumption or guarantee thereof (or related
agreements or documents to which the Company is a party) expressly provides that
such Senior Indebtedness shall be "Designated Senior Indebtedness" for purposes
of this Indenture (provided that such instrument, agreement or other document
may place limitations and conditions on the right of such Senior Indebtedness to
exercise the rights of Designated Senior Indebtedness).

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


                                       -2-

<PAGE>

         "Indenture" means this indenture, as amended or supplemented from time
to time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

         "Interest Payment Date," when used with respect to the Debentures of
any series, means the date or dates in each year on which any interest on the
Debentures of that series is paid or made available for payment.

         "Issue Date," with respect to a series of Debentures, means the date on
which the Debentures of such series are originally authenticated and delivered
under this Indenture.

         "Office" or "Agency," with respect to any Debentures, means an office
or agency of the Company maintained or designated as a place of payment for such
Debentures pursuant to Section 2.4 or, to the extent designated or required by
Section 2.4 in lieu of such office or agency, the Corporate Trust Office of the
Trustee.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the Chief Financial Officer, the President, any
Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of such corporation.

         "Officers' Certificate" means a certificate signed by the Chief
Executive Officer, the Chief Financial Officer, the President, or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, that complies with the requirements of
Sections 13.4 and 13.5 and is delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of legal counsel, who may
be an employee of the Company, or any other legal counsel who shall be
reasonably acceptable to the Trustee, containing the applicable information
specified in Sections 13.4 and 13.5.

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

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

         "Predecessor Debentures" of any particular Debenture means every
previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture; and for purposes of this definition, any
Debenture authenticated and delivered under Section 2.8 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Debenture shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Debenture.

         "Record Date," with respect to any series of the Debentures, means the
Regular Record Date, the Special Record Date or any date set to determine the
Holders of Debentures of such series entitled to vote, consent, make a request
or exercise any other right associated with such Debentures.


                                       -3-

<PAGE>

         "Redemption Date," with respect to the Debentures of any series to be
redeemed, means the date specified for the redemption thereof in accordance with
the terms thereof and pursuant to Article III of this Indenture.

         "Redemption Price," with respect to the Debentures of any series to be
redeemed, means the price at which such Debentures are to be redeemed in
accordance with the terms thereof and pursuant to Article III of this Indenture.

         "Regular Record Date," with respect to an Interest Payment Date for the
Debentures of any series, means the date specified for the determination of
Holders of such Debentures entitled to receive the payment of interest on such
Interest Payment Date.

         "Representative," with respect to any Senior Indebtedness, means the
(a) indenture trustee or other trustee, agent or representative for such Senior
Indebtedness or (b) with respect to any Senior Indebtedness that does not have
any such trustee, agent or other representative, (i) in the case of such Senior
Indebtedness issued pursuant to an agreement providing for voting arrangements
as among the holders or owners of such Senior Indebtedness, any holder or owner
of such Senior Indebtedness acting with the consent of the required persons
necessary to bind such holders or owners of such Senior Indebtedness and (ii) in
the case of all other such Senior Indebtedness, the holder or owner of such
Senior Indebtedness.

         "Responsible Officer" means, when used with respect to the Trustee, any
officer within the Corporate Trust Administration unit of the Trustee located at
the Corporate Trust Office of the Trustee (or any successor unit or department
of the Trustee) who has direct responsibility for the administration of this
Indenture and, for the purposes of Section 7.1(c)(ii) and the second sentence of
Section 7.5, shall also include any Senior Vice President, Vice President,
Assistant Vice President, Treasurer, Secretary, Assistant Treasurer, Assistant
Secretary, or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also,
with respect to a particular corporate trust mater, any other officer to whom
such matter is referred because of such person's knowledge of and familiarity
with the particular subject.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Senior Indebtedness" means the principal of (and premium, if any) and
interest (including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) on, and all fees and
other amounts payable or rent or other obligations, whether absolute or
contingent, secured or unsecured, due or to become due, outstanding on the date
of this Indenture or thereafter created, incurred or assumed in connection with
any of the following: (a) any credit or loan agreement, note, bond, debenture or
other written obligation of the Company, (b) all obligations of the Company for
money borrowed, (c) any note or similar instrument issued by the Company in
connection with the acquisition of any businesses, properties or assets of any
kind, (d) the


                                       -4-

<PAGE>

Company's leasing real or personal property (i) under leases, if all or a
portion of the lessee's rental obligations are required to be capitalized on the
balance sheet of the lessee under generally accepted accounting principles or
(ii) under leases, participation agreements, guarantees or similar documents
entered into by the Company in connection with the leasing of real or personal
property by the Company or any of the Subsidiaries which provides that the
Company is contractually obligated to purchase or cause a third party to
purchase the leased property for a fixed price or otherwise guarantee a residual
value of leased property to the lessor or a third party, whether or not such
lease is properly classified as an operating or capital lease in accordance with
generally accepted accounting principles, (e) any interest rate and currency
swaps, caps, floors, collars, hedge agreements, forward contracts or similar
agreements or arrangements, (f) any letters of credit, bankers' acceptances and
similar facilities, including reimbursement obligations with respect to the
foregoing, (g) any deferred purchase price of property or services, (h) all
obligations of the type referred to in the above clauses of another Person and
any dividends of another Person, the payment of which, in either case, the
Company has assumed or guaranteed, or for which the Company is responsible or
liable, directly or indirectly, jointly or severally, as obligor, guarantor or
otherwise, or which are secured by a lien on the Company's property, and (i)
renewals, extensions, modifications, replacements, restatements and refundings
of, or any indebtedness or obligation issued in exchange for, any such
indebtedness or obligation described in clauses (a) through (h) of this
paragraph; provided, however, that "Senior Indebtedness" shall not include (x)
the Debentures, (y) any other indebtedness or obligation if the terms of such
indebtedness or obligation (or the terms of the instrument under which or
pursuant to which it is issued) expressly provide that such indebtedness or
obligation is not superior in right of payment to the Debentures or (z) any
trade accounts payable or accrued liabilities arising in the ordinary course of
business from the purchase of goods or services.

         A "series" of Debentures means all Debentures denoted as part of the
same series authorized by or pursuant to a particular Board Resolution or a
supplemental indenture.

         "Special Record Date" for the payment of any Defaulted Interest on the
Debentures of any series means the date determined pursuant to Section 2.2.

         "Stated Maturity Date," with respect to the Debentures of any series,
means the date specified for such Debentures as the date on which the principal
of such Debenture is due and payable.

         "Subsidiary" means any corporation, association, partnership, trust,
limited liability company or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, trustees or the
governing individuals or body thereof is at the time owned or controlled,
directly or indirectly, by (i) the Company, (ii) the Company and one or more
Subsidiaries, or (iii) one or more Subsidiaries.

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "Trustee" means the Person named as "Trustee" in the first paragraph of
this Indenture, until a successor replaces it pursuant to the applicable
provisions of this


                                       -5-

<PAGE>

Indenture and, thereafter, shall mean such successor, and if at any time there
is more than one such Person, "Trustee" as used with respect to Debentures of
any series shall mean the Trustee with respect to Debentures of that series.

       "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of, or obligations
guaranteed by, the United States of America (including any agency or
instrumentality thereof) for the payment of which obligations or guarantee the
full faith and credit of the United States of America is pledged and which are
not callable at the issuer's option.

SECTION 1.2. Other Definitions.

      Term                                                   Defined in Section

"Act"                 .....................................          1.5
"Bankruptcy Law"      .....................................          6.1
"Conversion Agent"    .....................................          2.4
"Custodian"           .....................................          6.1
"Defaulted Interest"  .....................................          2.2
"Depository"          .....................................         2.11
"Event of Default"    .....................................          6.1
"Global Debenture"    .....................................         2.11
"Legal Holiday"       .....................................         13.8
"Notice of Default"   .....................................          6.1
"Register"            .....................................          2.4
"Registrar"           .....................................          2.4
"Successor"           .....................................          5.1


SECTION 1.3. Incorporation by Reference of TIA.

       Whenever this Indenture refers to a provision of the TIA, such provision
is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

       "indenture securities" means the Debentures.

       "indenture security holder" means a Debentureholder or Holder.

       "indenture to be qualified" means this Indenture.

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

       "obligor" on the Debentures means the Company and any other successor
obligor on the Debentures.

       All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings assigned to them by such definitions.

                                      -6-

<PAGE>

SECTION 1.4. Rules of Construction.

     Unless the context otherwise requires:

     (a) each capitalized term has the meaning assigned to it and shall include
  the plural as well as the singular, as applicable;

     (b) an accounting term not otherwise defined has the meaning assigned to it
  in accordance with generally accepted accounting principles in the United
  States;

     (c) "or" is not exclusive;

     (d) "including" means including, but not limited to;

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

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

     (g) references to sections of or rules under the Securities Act or the TIA
  shall be deemed to include substitute, replacement or successor sections or
  rules adopted by the SEC from time to time.

SECTION 1.5. Acts of Holders and Holders of Debentures.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders or by
holders of Debentures may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders or holders of
Debentures, as applicable, 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 Holders or holders of Debentures 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 conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

     Without limiting the generality of this Section, unless otherwise provided
in or pursuant to this Indenture, a Holder, including a Depository that is a
Holder of a Global Debenture, may make, give or take, by a proxy, or proxies,
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a Depository that is a
Holder of a Global Debenture may provide its proxy or proxies to the beneficial
owners of interests in any such Global Debenture through such Depository's
standing instructions and customary practices.

                                      -7-

<PAGE>

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any manner which the Trustee deems sufficient.

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

     (d) Any Act of the Holder of any Debenture shall bind every future Holder
of the same Debenture and the Holder of every Debenture issued upon the transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Debenture.

     (e) If the Company solicits from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, by or pursuant to a Board Resolution, fix in advance a
Record Date for the determination of Holders entitled to give such Act, but the
Company shall have no obligation to do so. If such a Record Date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other
action may be given before or after such Record Date, but only Holders of record
at the close of business on such Record Date shall be deemed to be Holders for
the purposes of determining whether Holders of the requisite proportion of
outstanding Debentures have authorized or agreed or consented to such Act, and
for that purpose the outstanding Debentures shall be computed as of such Record
Date.

                                   ARTICLE II

                                 The Debentures

SECTION 2.1.  Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Debentures which may be authenticated and
delivered under this Indenture is unlimited.

     The Debentures may be issued in one or more series in an amount not to
exceed the aggregate principal amount of Debentures of that series from time to
time authorized by or pursuant to a Board Resolution, or established pursuant to
one or more indentures supplemental hereto, prior to the initial issuance of
Debentures of a particular series.

     With respect to any Debentures of each series to be authenticated and
delivered hereunder, there shall be established in or pursuant to a Board
Resolution, and set forth in an Officers' Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Debentures of such
series:

     (a) the title of the Debentures of the series (which shall distinguish the
  Debentures of the series from all other Debentures);

     (b) any limit upon the aggregate principal amount of the Debentures of that
  series which may be authenticated and delivered under this Indenture (except
  for Debentures authenticated and delivered upon registration of transfer of,
  or in exchange for, or in lieu of, other Debentures of that series);

                                      -8-

<PAGE>

     (c) the Stated Maturity Date or Dates, which may be serial, and the
  Company's option, if any, to change the Stated Maturity Date or Dates;

     (d) the rate or rates (which may be fixed or variable) at which the
  Debentures of the series shall bear interest or the manner of calculation of
  such rate or rates, if any;

     (e) the basis upon which interest shall be computed if other than a 360-day
  year composed of twelve 30-day months;

     (f) the date or dates from which such interest shall accrue, the Interest
  Payment Dates on which such interest will be payable or the manner of
  determination and frequency of such Interest Payment Dates and the Regular
  Record Dates therefor;

     (g) the right, if any, to extend the interest payment periods and the
  duration of any such Deferral Period, including the maximum consecutive period
  during which interest payment periods may be extended;

     (h) Issue Date or Dates;

     (i) authorized denominations;

     (j) the place or places for the payment of principal and premium, if any,
  and interest;

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

     (l) the obligation, if any, of the Company to redeem or purchase Debentures
  of the series pursuant to any sinking fund or analogous provisions (including
  payments made in cash in anticipation of future sinking fund obligations) or
  at the option of a Holder and the date or dates on which or the period or
  periods within which, the price or prices at which, and the terms and
  conditions upon which, Debentures of the series shall be redeemed or
  purchased, in whole or in part, pursuant to such obligation;

     (m) the form of the Debentures of the series, including the form of the
  Certificate of Authentication for such series;

     (n) the right or obligation of any Holder or the Company to convert or
  exchange any Debenture into other securities of the Company and the terms and
  conditions of any such conversion or exchange and, if so provided, the terms
  and conditions upon which such conversion or exchange will be effected,
  including, the conversion or exchange price, the conversion or exchange
  date(s) or period(s), provisions as to whether conversion or exchange will be
  at the option of the Holder or the Company, the events requiring adjustment of
  the conversion or exchange price and provisions affecting conversion or
  exchange in the event of redemption of the Debenture of any series and any
  deletions from or modifications or additions to this Indenture to permit or to
  facilitate the issuance of such convertible or exchangeable Debentures or the
  administration thereof;

                                      -9-

<PAGE>

     (o) whether the Debentures are issuable as a Global Debenture and, in such
  case, the identity of the Depository for such series;

     (p) any and all other terms with respect to such series (which terms shall
  not be inconsistent with the terms of this Indenture); and

     (q) any authenticating or paying agents, transfer agents or registrars or
  any other agents with respect to the Debentures of such series if other than
  or in addition to any provided for in this Indenture.

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

     The Debentures of any series and the Trustee's Certificate of
Authentication to be borne by such Debentures shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution and as set forth in an Officers' Certificate,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which Debentures of that series may be listed, or to
conform to usage, all as may be determined by the Officers executing such
Debentures, as evidenced by their execution of such Debentures.

     All Debentures of any one series shall be substantially identical except as
may otherwise be provided by the Company in or pursuant to the Board Resolution
and set forth in the Officers' Certificate or in any indenture or indentures
supplemental hereto pertaining to such series of Debentures. The terms of the
Debentures of any series may provide, but are not so limited that the Debentures
shall be authenticated and delivered by the Trustee on original issue from time
to time upon written order of persons designated in the Officers' Certificate or
supplemental indenture (telephonic instructions to be promptly confirmed in
writing by such person) and that such persons are authorized to determine,
consistent with such Officers' Certificate or any applicable supplemental
indenture, such terms and conditions of the Debentures of such series as are
specified in such Officers' Certificate or supplemental indenture. All
Debentures of any one series need not be issued at the same time and, unless
otherwise so provided by the Company, a series may be reopened for issuances of
additional Debentures of such series or to establish additional terms of such
series of Debentures.

     If any of the terms of the Debentures of any series shall be established by
action taken by or pursuant to a Board Resolution, the Board Resolution shall be
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of such series.

SECTION 2.2.  Payment of Principal and Interest.

     Unless otherwise specified pursuant to Section 2.1(e), interest on the
Debentures shall be computed on the basis of a 360-day year composed of twelve
30-day months.

                                      -10-

<PAGE>

          Unless otherwise provided with respect to a series of Debentures,

          (a) the principal and Redemption Price of and interest on each
     Debenture shall be payable in such coin or currency of the United States of
     America as at the time of payment is legal tender for the payment of public
     and private debts;

          (b) the principal and Redemption Price of any Debenture and interest
     payable on the Stated Maturity Date (if other than an Interest Payment
     Date) or Redemption Date shall be payable upon surrender of such Debenture
     at the Office or Agency of any Paying Agent therefor; and

          (c) interest on any Debenture shall be paid on each Interest Payment
     Date therefor, such interest to be payable by check mailed to the address
     of the Person entitled thereto as such address appears on the Register;
     provided however, that (i) at the written request of any Holder of at least
     $100,000,000 aggregate principal amount of Debentures received by the
     Registrar not later than the Regular Record Date for such Interest Payment
     Date, interest accrued on such Debentures will be payable by wire transfer
     within the continental United States in immediately available funds to the
     bank account number of such Holder specified in such request and entered on
     the Register by the Registrar and (ii) payments made in respect of Global
     Debentures shall be made in immediately available funds to the Depository.

          Except as specified pursuant to Section 2.1 or Section 4.1(b),
interest on any Debenture which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Debenture (or one or more Predecessor Debentures) is registered at the
close of business on the Regular Record Date for such interest. Any interest on
any Debenture which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called "Defaulted Interest") shall
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 (i) and (ii)
below:

                    (i) The Company may elect to make payment of any Defaulted
          Interest to the Persons in whose names the Debentures (or their
          respective Predecessor Debentures) are registered at the close of
          business on a Special Record Date for the payment of such Defaulted
          Interest, which shall be fixed in the following manner. The Company
          shall, not less than 25 Business Days prior to the date of the
          proposed payment, notify the Trustee and the Paying Agent in writing
          of the amount of Defaulted Interest proposed to be paid on each
          Debenture and the date of the proposed payment, and at the same time
          the Company shall deposit with the Paying Agent 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
          Paying Agent in the Paying Agent's sole discretion 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 provided in this clause. The Special Record Date
          for the payment of such Defaulted Interest shall be the close of
          business not more than 15 nor less than 10 days prior to the date of
          the proposed payment. The Trustee shall, in the name and at the
          expense of the Company, cause notice of the

                                      -11-

<PAGE>

          proposed payment of such Defaulted Interest and the Special Record
          Date therefor to be given to the Holders thereof, 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 given, such Defaulted Interest shall be paid to the Persons in
          whose names the Debentures (or their respective Predecessor
          Debentures) are registered at the close of business on such Special
          Record Date and shall no longer be payable pursuant to the following
          clause (ii).

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

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

          If any convertible Debenture of any series is converted after any
Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Debenture with respect to which the Stated Maturity Date is
prior to such Interest Payment Date), interest that is due on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion, and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Debenture is registered at
the close of business on such Regular Record Date. Except as otherwise expressly
provided in the immediately preceding sentence, in the case of any Debenture
that is converted, interest shall not be payable if the Regular Record Date is
after the date of conversion of such Debenture.

SECTION 2.3. Execution, Authentication and Delivery.

          (a)  The Debentures shall be executed on behalf of the Company by its
Chief Executive Officer, its Chief Financial Officer, its President or one of
its Vice Presidents, its Treasurer or one of its Assistant Treasurers. The
signature of any such Officer on the Debentures may be manual or facsimile.

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

          (c)  No Debenture shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Debenture a Certificate of Authentication duly executed by the Trustee by manual
signature of an authorized signatory, and such Certificate of Authentication
upon any Debenture shall be conclusive

                                      -12-

<PAGE>

evidence, and the only evidence, that such Debenture has been duly authenticated
and made available for delivery hereunder.

    (d)   The Trustee shall authenticate and deliver Debentures of a series, for
original issue, at one time or from time to time in accordance with the Company
Order referred to below, upon receipt by the Trustee of:

          (i)    a Board Resolution as required by Section 2.1;

          (ii)   a Company Order requesting the authentication and delivery of
    such Debentures;

          (iii)  an Officers' Certificate or, unless previously delivered, a
    supplemental indenture hereto setting forth the form of such Debentures
    and, except as set forth in a Board Resolution, establishing the terms
    thereof;

          (iv)   such Debentures, executed on behalf of the Company in
    accordance with clause (a) of this Section;

          (v)    an Opinion of Counsel to the effect that:

                 (1) the form or forms and the terms of such Debentures have
          been duly authorized by the Company and have been established in
          conformity with the provisions of this Indenture;

                 (2) such Debentures, when authenticated and delivered by the
          Trustee and issued and delivered by the Company in the manner and
          subject to any conditions specified in such Opinion of Counsel, will
          have been duly issued under this Indenture and will constitute valid
          and legally binding obligations of the Company, entitled to the
          benefits provided by this Indenture, and enforceable in accordance
          with their terms, subject, as to enforcement to laws relating to or
          affecting generally the enforcement of creditors' rights, including
          bankruptcy and insolvency laws, and to general principles of equity
          (regardless of whether such enforceability is considered in a
          proceeding in equity or at law);

                 (3) any supplemental indenture referred to in clause (iii)
          above has been duly authorized, executed and delivered by the Company
          and is a valid instrument legally binding upon the Company,
          enforceable in accordance with its terms, subject as to enforcement to
          laws relating to or affecting generally the enforcement of creditors'
          rights, including, bankruptcy and insolvency laws, and to general
          principles of equity (regardless of whether such enforceability is
          considered in a proceeding in equity or at law);

                 (4) all consents, approvals and orders of any commission,
          governmental authority or agency, with respect to matters of federal
          and Indiana law, required in connection with the issuance and delivery
          of such Debentures have been obtained; and

                                      -13-

<PAGE>

              (vi)  an Officers' Certificate delivered in accordance with 13.4
          and certifying that no Default or Event of Default has occurred and is
          continuing.

          The Trustee shall have the right to decline to authenticate and
deliver any Debentures under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders or if the issue of such Debentures
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Debentures and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

          (e) The Trustee shall act as the initial authenticating agent.
Thereafter, the Trustee may appoint an authenticating agent. Each authenticating
agent shall be acceptable to the Company and, except as provided in or pursuant
to this Indenture, shall at all times be a corporation that would be permitted
by the TIA to act as trustee under an indenture qualified under the TIA, is
authorized under applicable law and by its charter to act as an authenticating
agent and has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the TIA) of at least $50,000,000. If at any time an
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section. An authenticating agent may authenticate
Debentures whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by an authenticating
agent. The Company shall pay any authenticating agent appointed by the Trustee
reasonable compensation for its services. The provisions set forth in Sections
7.2, 7.3 and 7.7 shall be applicable to any authenticating agent.

          (f) If all the Debentures of any series are not to be issued at one
time, it shall not be necessary to deliver an Opinion of Counsel and an
Officers' Certificate at the time of issuance of each Debenture, but such
opinion and certificate, with appropriate modifications, shall be delivered at
or before the time of issuance of the first Debenture of such series. After any
such first delivery, any separate request by the Company that the Trustee
authenticate Debentures of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Debentures continue to
have been complied with.

SECTION 2.4. Registrar and Paying and Conversion Agents.

          The Company shall maintain or cause to be maintained, in The City of
New York, an Office or Agency where the Debentures may be presented for
registration of transfer or for exchange ("Registrar"), a Paying Agent at whose
Office the Debentures may be presented or surrendered for payment, a conversion
agent at whose Office the Debentures may be presented and surrendered in the
event of a conversion or exchange ("Conversion Agent"), and an Office or Agency
where notices and demands to or upon the Company in respect of the Debentures
and this Indenture may be served. The Registrar shall keep a register (the
"Register") of the Debentures and of their transfer and exchange. The Company
may have one or more co-Registrars and one or more additional Paying Agents and
Conversion Agents. The term Registrar includes any additional

                                      -14-

<PAGE>

registrar, the term Paying Agent includes any additional paying agent and the
term Conversion Agent includes any additional conversion agent.

          Unless otherwise specified in or pursuant to this Indenture or the
Debentures, the Trustee shall be the initial Registrar and Paying Agent for each
series of Debentures. The Company shall have the right to remove and replace
with or without cause from time to time the Registrar or Paying Agent for any
series of Debentures; provided that no such removal or replacement shall be
effective until a successor Registrar or Paying Agent, as the case may be, with
respect to such series of Debentures shall have been appointed by the Company
and shall have accepted such appointment by the Company. In the event that the
Trustee shall not be or shall cease to be Registrar with respect to a series of
Debentures, it shall have the right to examine the Register for such series at
all reasonable times. There shall be only one Register for each series of
Debentures.

          The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-Registrar (if not the Company or
the Trustee or an Affiliate of the Trustee). The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall give
prompt written notice to the Trustee and to the Holders of any change of
location of the Office or Agency of such Registrar, Paying Agent, Conversion
Agent or co-Registrar. If at any time the Company shall fail to maintain or
cause to be maintained 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 address of the Trustee set
forth in Section 12.2 hereof. The Company shall notify the Trustee of the name
and address of any such agent. If the Company fails to maintain a Registrar,
Paying Agent, Conversion Agent or agent for service of notices or demands, the
Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.7. The Company or any Affiliate of the Company
may act as Paying Agent, Registrar, Conversion Agent or co-Registrar or agent
for service of notices and demands.

          The Company may also from time to time designate one or more other
Offices or Agencies where the Debentures may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company will give prompt written notice to the Trustee and to the Holders of any
such designation or rescission and of any change in location of any such other
Office or Agency.

SECTION 2.5. Paying Agent to Hold Money in Trust.

          Except as otherwise provided herein, prior to 10:00 a.m. New York City
time on each due date of the principal of and premium, if any, and interest on
any Debenture, the Company shall deposit with the Paying Agent a sum of money
sufficient to pay such principal, premium, if any, and interest so becoming due.
The Company shall require each Paying Agent (other than the Trustee or the
Company) to agree in writing that such Paying Agent shall (i) hold in trust for
the benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of and premium, if any, and interest on the Debentures and
shall notify the Trustee of any default by the Company in making any such
payment; and (ii) at any time during the continuance of any such default, upon
the request of the Trustee, pay to the Trustee all money so held in trust and
account for any money disbursed by it. The Company at any time may require the
Paying

                                      -15-

<PAGE>

Agent to pay all money held by it to the Trustee and to account for any money
disbursed by it. Upon doing so, the Paying Agent (if other than the Company)
shall have no further liability for the money so paid over to the Trustee. If
the Company, a Subsidiary or an Affiliate of either of them acts as Paying
Agent, it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund for the benefit of the Holders.

SECTION 2.6.   Debentureholder Lists.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, the most recent list available to it of the names and addresses of
Debentureholders and shall otherwise comply with TIA Section 312. If the Trustee
is not the Registrar, the Company shall cause to be furnished to the Trustee on
or before the Record Date for each Interest Payment Date and at such other times
as the Trustee may request in writing, within five Business Days of such
request, a list, in such form and as of such date as the Trustee may reasonably
require, of the names and addresses of Debentureholders.

SECTION 2.7.   Transfer and Exchange.

         When Debentures are presented to the Registrar or a co-Registrar with a
request to register the transfer thereof or to exchange them for an equal
principal amount of Debentures of the same series of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested if its reasonable requirements for such transactions are met. To
permit registrations of transfer and exchanges, the Company shall execute and
the Trustee shall authenticate Debentures, all at the Registrar's request.

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

         The Company shall not require payment of a service charge for any
registration of transfer or exchange of Debentures, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the registration of the transfer
or exchange of Debentures from the Debentureholder requesting such transfer or
exchange (other than any exchange of a temporary Debenture for a definitive
Debenture not involving any change in ownership).

         The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of (a) any Debenture for a period beginning at
the opening of business 15 days before the mailing or first publication of a
notice of redemption of Debentures of such series to be redeemed and ending at
the close of business on the day of such mailing or (b) any Debenture selected,
called or being called for redemption, except, in the case of any Debenture to
be redeemed in part, the portion thereof not to be redeemed.

                                      -16-

<PAGE>

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

         Prior to due presentment for the registration of a transfer of any
Debenture, the Company, the Trustee, the Registrar and any other agent may deem
and treat the Person in whose name any Debenture is registered as the absolute
owner of such Debenture for the purpose of receiving payment of principal of and
premium, if any, and interest on such Debentures and for all other purposes, and
none of the Company, the Trustee, the Registrar or any other agent shall be
affected by notice to the contrary.

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

SECTION 2.8.   Replacement Debentures.

         If (a) any mutilated Debenture is surrendered to the Company or the
Trustee, or (b) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debenture, and there is
delivered to the Company and the Trustee such Debenture or indemnity as may
reasonably be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Debenture has been
acquired by a bona fide purchaser, the Company shall execute in exchange for any
such mutilated Debenture, or in lieu of any such destroyed, lost or stolen
Debenture, a new Debenture of the same series and of like tenor and principal
amount, bearing a number not contemporaneously outstanding, and the Trustee
shall authenticate and make such new Debenture available for delivery.

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

         Upon the issuance of any new Debentures under this Section, the Company
or the Trustee 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 reasonable fees and expenses of the Trustee) in
connection therewith.

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

                                      -17-

<PAGE>

SECTION 2.9.   Outstanding Debentures; Determinations of Holders' Action.

         Debentures outstanding at any time are all the Debentures authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation, those mutilated, destroyed, lost or stolen Debentures referred to
in Section 2.8, those redeemed by the Company pursuant to Article III, and those
described in this Section as not outstanding. A Debenture does not cease to be
outstanding because the Company or a Subsidiary or Affiliate thereof holds the
Debenture; provided, however, that in determining whether the Holders of the
requisite principal amount of Debentures have given or concurred in any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Debentures owned by the Company or a Subsidiary or Affiliate shall be
disregarded and deemed not to be outstanding. In determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Debentures which a Responsible
Officer of the Trustee knows to be so owned by the Company or any other obligor
upon the Debentures or any Affiliate of the Company or such other obligor shall
be so disregarded.

         Subject to the foregoing, only Debentures outstanding at the time of
such determination shall be considered in any such determination (including
determinations pursuant to Articles III, VI and IX).

         If a Debenture is replaced pursuant to Section 2.8, it ceases to be
outstanding unless the Trustee receives proof reasonably satisfactory to it that
the replaced Debenture is held by a bona fide purchaser.

         If the principal amount of any Debenture is paid under Section 4.1, it
ceases to be outstanding and interest on such Debenture shall cease to accrue.

         If the Paying Agent (other than the Company) holds, in accordance with
this Indenture, at the Stated Maturity Date or on a Redemption Date, money
sufficient to pay all of the principal, premium, if any, and interest on the
Debentures payable on that date, then immediately on the Stated Maturity Date or
such Redemption Date, as the case may be, such Debentures shall cease to be
outstanding, and interest, if any, on such Debentures shall cease to accrue.

SECTION 2.10.  Temporary Debentures.

         The Company may execute temporary Debentures, and upon the Company's
Order, the Trustee shall authenticate and make such temporary Debentures
available for delivery. Temporary Debentures shall be printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
in the same series and principal amount and of like tenor as the definitive
Debentures in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the Officers of the
Company executing such Debentures may determine, as conclusively evidenced by
their execution of such Debentures. Such temporary Debentures may be in global
form.

         Except in the case of temporary Debentures in global form, which shall
be exchanged in accordance with the provisions thereof, after the preparation of
definitive

                                      -18-

<PAGE>

Debentures, the temporary Debentures shall be exchangeable for definitive
Debentures of the same series upon surrender of the temporary Debentures at the
Office or Agency of the Company designated for such purpose pursuant to Section
2.4, without charge to the Holders thereof. Upon surrender for cancellation of
any one or more temporary Debentures, the Company shall execute a like principal
amount of definitive Debentures of the same series of authorized denominations,
and the Trustee, upon receipt of a Company Order, shall authenticate and make
such Debentures available for delivery in exchange therefor. Until so exchanged,
the temporary Debentures shall in all respects be entitled to the same benefits
under this Indenture as definitive Debentures.

SECTION 2.11.   Book-Entry System.

         In order to utilize a book-entry-only system for all or any portion of
the Debentures of any series, all or a portion of the Debentures of any series
may be issued in the form of one or more fully registered Debentures of the same
series for the aggregate principal amount of such Debentures (a "Global
Debenture"), which Global Debenture shall be registered in the name of the
depository (the "Depository") selected by the Company or in the name of such
Depository's nominee. The Company initially appoints The Depository Trust
Company ("DTC") to act as Depository with respect to the Global Debentures. The
Trustee is authorized to enter into a letter of representation with DTC on a
form provided to the Trustee by the Company and to act in accordance with such
letter. Each Global Debenture shall be delivered by the Trustee to the
Depository or pursuant to the Depository's instruction and shall bear a legend
substantially to the following effect:

         "THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR
DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE
BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES."

         Notwithstanding any other provision of this Section or of Section 2.7,
a Global Debenture may be transferred in whole but not in part and in the manner
provided in Section 2.7, only by a nominee of the Depository for such series, or
by the Depository or any such nominee of a successor Depository for such series
selected or approved by the Company or to a nominee of such successor
Depository.

         If (a) at any time the Depository for Global Debentures of any series
of Debentures notifies the Company that it is unwilling or unable to continue as
Depository for such Global Debentures or if at any time the Depository for such
Global Debentures shall no longer be a clearing agency registered or in good
standing under the Exchange Act or other applicable statute or regulation, and a
successor Depository for such Global Debentures is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, or (b) the Company

                                      -19-

<PAGE>

determines in its sole discretion that the Debentures of any series shall no
longer be represented by one or more Global Debentures and delivers to the
Trustee an Officers' Certificate evidencing such determination, then the
provisions of this Section shall no longer apply to the Debentures of such
series. In such event, the Company will execute and the Trustee, upon receipt of
an Officers' Certificate evidencing such determination by the Company, will
authenticate and deliver Debentures of such series and of like tenor in
definitive registered form, in authorized denominations, and in aggregate
principal amount equal to the principal amount of the Global Debentures of such
series in exchange for such Global Debentures. Upon the exchange of Global
Debentures for such Debentures in definitive registered form without coupons, in
authorized denominations, the Global Debentures shall be canceled by the
Trustee. Such Debentures in definitive registered form issued in exchange for
Global Debentures pursuant to this Section shall be registered in such names and
in such authorized denominations as the Depository pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Debentures to the Persons in whose names such
Debentures are so registered.

         Except as provided above or as provided in any supplemental indenture,
owners of beneficial interests in a Global Debenture shall not be entitled to
receive physical delivery of Debentures in definitive form and will not be
considered the Holders thereof for any purpose under this Indenture.

         Members of or participants in the Depository shall have no rights under
this Indenture with respect to any Global Debenture held on their behalf by the
Depository, and such Depository or its nominee, as the case may be, may be
treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the Holder of such Global Debentures for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its members or participants, the
operation of customary practices governing exercise of the rights of a Holder of
any Debenture, including but not limited to the granting of proxies or other
authorization of participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under this Indenture.

SECTION 2.12.    Cancellation.

         All Debentures surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly canceled by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Debentures previously
authenticated and made available for delivery hereunder which the Company may
have acquired in any manner whatsoever, and all Debentures so delivered shall be
promptly canceled by the Trustee. The Company may not reissue or issue new
Debentures to replace Debentures it has paid or delivered to the Trustee for
cancellation. No Debentures shall be authenticated in lieu of or in exchange for
any Debentures canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Debentures held by the Trustee shall
be disposed of by the

                                      -20-

<PAGE>

Trustee in accordance with its customary procedures, and the Trustee shall upon
written request deliver a certificate to the Company of such disposition.

SECTION 2.13.     CUSIP Numbers.

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

SECTION 2.14.     Record Date.

         The Record Date for purposes of determining the identity of
Debentureholders entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture shall be determined as provided for
in TIA Section 316(c).

                                   ARTICLE III

                                   Redemption

SECTION 3.1.      Redemption; Notice to Trustee.

         (a) The Company may redeem the Debentures of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.1.

         (b) If any or all of the Debentures are to be redeemed pursuant to this
Section, the Company shall deliver to the Trustee no more than 60 and no less
than 45 days prior to the Redemption Date a Company Order specifying the series
and principal amount of Debentures to be redeemed and the Redemption Date,
Redemption Price and any of the other information to be provided pursuant to
Section 3.3 for such Debentures. Such Company Order shall be accompanied by a
Board Resolution authorizing such redemption.

SECTION 3.2.      Selection of Debentures to Be Redeemed.

         If less than all the outstanding Debentures of a series are to be
redeemed at any time, the Trustee shall select the Debentures of such series to
be redeemed by lot or by any other method the Trustee considers fair and
appropriate. Such method of redemption shall be in compliance with the
requirements of the principal national securities exchange, if any, on which the
Debentures are listed. The Trustee shall make the selection at least 30 but not
more than 60 days before the Redemption Date from outstanding Debentures of such
series not previously called for redemption. The Trustee

                                      -21-

<PAGE>

shall notify the Company promptly in writing of the Debentures or portions of
Debentures to be redeemed and, in the case of any Debentures selected for
partial redemption, the principal amount thereof to be redeemed. Provisions of
this Indenture that apply to Debentures called for redemption also apply to
portions of Debentures called for redemption.

SECTION 3.3.      Notice of Redemption.

         At least 30 days but not more than 60 days before the Redemption Date,
the Trustee, in the Company's name and at the Company's expense, shall mail or
cause to be mailed a notice of redemption by first-class mail, postage prepaid,
to each Holder of Debentures to be redeemed at such Holder's last address as it
appears in the Register.

         The notice of redemption shall identify the Debentures to be redeemed,
the provision of the Debentures or this Indenture pursuant to which the
Debentures called for redemption are being redeemed and shall state:

         (a) the Redemption Date;

         (b) the Redemption Price;

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

         (d) that payment of the Redemption Price of Debentures called for
     redemption will be made only upon surrender of such Debentures to the
     Paying Agent;

         (e) if any Debenture is being redeemed in part, the portion of the
     principal amount of such Debenture to be redeemed and that, after the
     Redemption Date, upon surrender of such Debenture, a new Debenture or
     Debentures in principal amount equal to the unredeemed portion shall be
     issued upon cancellation of the original Debenture;

         (f) that, unless the Company defaults in paying the Redemption Price of
     the Debentures called for redemption, including accrued interest thereon to
     the Redemption Date, interest will cease to accrue on such Debentures on
     and after the Redemption Date;

         (g) that the redemption is for a sinking fund, if such is the case;

         (h) in the case of Debentures of any series that are convertible or
     exchangeable into Capital Stock, the conversion or exchange price or rate,
     the date or dates on which or the period or periods during which the right
     to convert or exchange the principal of the Debentures of such series to be
     redeemed will commence or terminate and the place or places where such
     Debentures may be surrendered for conversion or exchange; and

         (i) the CUSIP numbers, if any.

                                      -22-

<PAGE>

         Any notice of redemption given in the manner provided herein shall be
conclusively presumed to have been given, whether or not such notice is actually
received. Failure to mail any notice or defect in the mailed notice or the
mailing thereof in respect of any Debenture shall not affect the validity of the
redemption of any other Debenture.

SECTION 3.4.      Effect of Notice of Redemption.

         After notice of redemption has been given, Debentures called for
redemption shall become due and payable on the Redemption Date at the Redemption
Price and from and after the Redemption Date (unless the Company shall default
in the payment of the Redemption Price and accrued interest), such Debentures
shall cease to bear interest. Upon the later of the Redemption Date and the date
such Debentures are surrendered to the Paying Agent, such Debentures shall be
paid at the Redemption Price, plus accrued interest to the Redemption Date,
provided that installments of interest on Debentures with an Interest Payment
Date which is on or prior to the Redemption Date shall be payable to the Holders
of such Debentures, registered as such at the close of business on the Regular
Record Dates therefor according to their terms and provisions.

SECTION 3.5.      Deposit of Redemption Price.

         Prior to 10:00 a.m. New York City time on the Redemption Date, the
Company shall deposit with the Paying Agent (or if the Company or an Affiliate
is the Paying Agent, shall segregate and hold in trust or cause such Affiliate
to segregate and hold in trust) money sufficient to pay the Redemption Price of,
and accrued interest on, all Debentures to be redeemed on that Redemption Date.
The Paying Agent shall return to the Company any money in excess of the amount
sufficient to pay the Redemption Price of, and accrued interest on, all
Debentures to be redeemed and any interest accrued on the amount deposited
pursuant to this Section.

SECTION 3.6.      Debentures Redeemed in Part.

         Upon surrender of a Debenture that is redeemed in part, the Company
shall issue and, upon the Company's written request, the Trustee shall
authenticate for the Holder a new Debenture of the same series and in a
principal amount equal to the unredeemed portion of such Debenture.

                                   ARTICLE IV

                                    Covenants

SECTION 4.1.      Payment of Principal, Premium and Interest.

         (a) The Company shall pay or cause to be paid the principal of and
premium, if any, and interest (including interest accruing during any Deferral
Period and/or on or after the filing of a petition in bankruptcy or
reorganization relating to the Company, whether or not a claim for post-filing
interest is allowed in such proceeding) on the

                                      -23-

<PAGE>

Debentures on or prior to the dates and in the manner provided in such
Debentures or pursuant to this Indenture. An installment of principal, premium,
if any, or interest shall be considered paid on the applicable due date if on
such date the Trustee or the Paying Agent holds, in accordance with this
Indenture, money sufficient to pay all of such installment then due. With
respect to any Debenture, the Company shall pay interest on overdue principal
and interest on overdue installments of interest (including interest accruing
during any Deferral Period and/or on or after the filing of a petition in
bankruptcy or reorganization relating to the Company, whether or not a claim for
post-filing interest is allowed in such proceeding), to the extent lawful, at
the rate accruing on such Debenture, compounded with the same frequency as
interest is payable on such Debentures. Interest on overdue interest shall
accrue from the date such amounts become overdue.

         (b) Notwithstanding the provisions of Section 4.1(a) or any other
provision herein to the contrary, the Company shall have the right, as provided
in an Officers' Certificate or supplemental indenture issued pursuant to Section
2.1, in its sole and absolute discretion at any time and from time to time while
the Debentures of any series are outstanding, so long as no Event of Default
with respect to such series of Debentures has occurred and is continuing, to
defer payments of interest by extending the interest payment period for such
series of Debentures for the maximum consecutive period, if any, specified for
such series of Debentures, provided that such Deferral Period (or any extension
thereof) may not extend beyond the Stated Maturity Date or Redemption Date of
any Debenture of such series, and must end on an Interest Payment Date or, if
the Debentures are redeemed, on an Interest Payment Date or the Redemption Date
for such Debentures, and provided further that at the end of each Deferral
Period the Company shall pay all interest then accrued and unpaid (together with
interest thereon to the extent permitted by applicable law at the rate accruing
on such Debentures). Prior to the termination of a Deferral Period, the Company
may shorten or may further extend the interest payment period for such series of
Debentures, provided that such Deferral Period together with all such previous
and further extensions may not exceed the maximum consecutive period specified
for such series of Debentures, end on a date other than an Interest Payment Date
or extend beyond the Stated Maturity Date or Redemption Date of any Debenture of
such series. The Company shall give the Trustee written notice of the Company's
election to begin a Deferral Period for any series of Debentures and any
shortening or extension thereof at least five Business Days prior to the earlier
of (i) the date the interest on such Debentures is payable or (ii) the date the
Company is required to give notice to the New York Stock Exchange or other
applicable self-regulatory organization or to holders of Debentures of the
record date or the date such interest is payable, but in any event not less than
five Business Days prior to such record date. The Company shall give or cause
the Trustee to give notice (a form of which shall be provided by the Company to
the Trustee) of the Company's election to begin a Deferral Period to the Holders
by first class mail, postage prepaid.

SECTION 4.2.      Limitation on Dividends.

         If at such time (a) there shall have occurred an event of which an
Officer of the Company has actual knowledge that is, or after notice or passage
of time, or both, would be, an Event of Default or (b) the Company shall have
given notice of its election to begin a Deferral Period as provided in this
Indenture and shall not have rescinded such

                                      -24-

<PAGE>

notice, and such Deferral Period shall be continuing, the Company covenants that
the Company shall not (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
the Company's Capital Stock (which includes common and preferred stock) other
than stock dividends which consist of stock of the same class as that on which
the dividends are being paid, (ii) make any payment of principal, interest or
premium, if any, on or repay or repurchase or redeem or make any other payment
in respect of any debt securities of the Company that rank pari passu with or
junior in interest to the Debentures or (iii) make any guarantee payments with
respect to any guarantee by the Company of the debt securities of any subsidiary
of the Company if such guarantee ranks pari passu with or junior in interest to
the Debentures. Restrictions referred to in clauses (i) through (iii) of this
Section 4.2 shall not apply to: (A) dividends or distributions in shares of, or
warrants or rights to subscribe for or purchase shares of, the Company's Capital
Stock, (B) any declaration of a dividend in connection with the implementation
of a stockholders' rights plan, or the issuance of stock, other securities, cash
or other assets, under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (C) as a result of a
reclassification of the Company's Capital Stock or the exchange or conversion of
one class or series of the Company's Capital Stock for another class or series
of the Company's Capital Stock, (D) the purchase of fractional interests in
shares of the Company's Capital Stock pursuant to the conversion or exchange
provisions of such Capital Stock or the security being converted or exchanged or
(E) purchases or acquisitions of shares of the Common Stock in connection with
the satisfaction by the Company of its obligations under any employee benefit
plan or any other contractual obligation of the Company (other than a
contractual obligation ranking expressly by its terms pari passu with or junior
in interest to the Debentures).

SECTION 4.3.      Periodic Reports to Trustee.

         The Company shall provide to the Trustee such documents, reports and
information as required by Section 314 of the TIA (if any) and the compliance
certificate required by Section 314 of the TIA in the form, in the manner and at
the times required by Section 314 of the TIA. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

SECTION 4.4.      Compliance Certificates.

         (a) The Company shall deliver to the Trustee, within 120 days after the
end of each of the Company's fiscal years, an Officers' Certificate stating
whether or not the signer knows of any Default or Event of Default. Such
certificate shall contain a certification from the Officer signing the
certificate as to his or her knowledge of the Company's compliance with all
conditions and covenants under this Indenture. For purposes of this Section,
such compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture. If such Officer does know
of such a Default or Event of Default, the Officers' Certificate shall describe

                                      -25-

<PAGE>

any such Default or Event of Default, and its status. Such Officers' Certificate
need not comply with Sections 13.4 and 13.5.

         (b) The Company shall deliver to the Trustee any information reasonably
requested by the Trustee in connection with the compliance by the Trustee or the
Company with the TIA.

SECTION 4.5.      Further Instruments and Acts.

         Upon request of the Trustee, the Company shall execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Indenture.

SECTION 4.6.      Statement by Officers as to Default.

         The Company shall deliver to the Trustee, as soon as possible and in
any event within 30 days after the Company becomes aware of the occurrence of
any Default or Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

                                   ARTICLE V

                              Successor Corporation

SECTION 5.1.      When the Company May Merge, Etc.

         The Company may not (a) merge with or into or consolidate with, or (b)
sell, assign, transfer, lease or convey all or substantially all of its
properties and assets to, any Person, other than with respect to this clause
(b), a direct or indirect wholly-owned subsidiary of the Company, and no Person
shall (x) merge with or into or consolidate with the Company, or (y) except in
the case of any direct or indirect wholly-owned subsidiary of the Company, sell,
assign, transfer, lease or convey all or substantially all of its properties and
assets to the Company, unless:

         (a) the Company is the surviving corporation or the Person formed by or
     surviving such merger or consolidation or to which such sale, assignment,
     transfer, lease or conveyance shall have been made (the "Successor") if
     other than the Company (i) is organized and existing under the laws of the
     United States of America or any state thereof or the District of Columbia,
     and (ii) shall expressly assume by a supplemental indenture, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, all the
     obligations of the Company under the Debentures and this Indenture;

         (b) immediately after giving effect to such transaction, no Default or
     Event of Default shall have occurred and be continuing; and

                                      -26-

<PAGE>

         (c) the Company delivers to the Trustee an Officers' Certificate and an
     Opinion of Counsel, each stating that such merger, consolidation, sale,
     assignment, transfer, lease or conveyance and such supplemental indenture
     comply with this Indenture.

         The Successor will be the successor to the Company, and will be
substituted for, and may exercise every right and power and become the obligor
on the Debentures with the same effect as if the Successor had been named as the
Company herein but, in the case of a sale, assignment, transfer, lease or
conveyance of all or substantially all of the properties and assets of the
Company, the predecessor Company will not be released from its obligation to pay
the principal of and premium, if any, and interest on the Debentures.

                                   ARTICLE VI

                              Defaults and Remedies

SECTION 6.1.      Events of Default.

         "Event of Default," wherever used herein with respect to Debentures of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
XII or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless such event is
specifically deleted or modified in or pursuant to the supplemental indenture,
Board Resolution or Officers' Certificate establishing the terms of such series
pursuant to this Indenture:

         (a) default in the payment, when due, of interest on any Debenture of
     that series and the default continues for a period of 30 days; provided,
     that during any Deferral Period for the Debentures of that series, failure
     to pay interest on the Debentures of that series shall not constitute a
     Default or Event of Default hereunder; or

         (b) default in the payment of the principal of or premium, if any, on
     any Debenture of such series when it becomes due, whether at maturity, upon
     any redemption, by declaration of acceleration of maturity or otherwise; or

         (c) default in the performance or breach of any covenant or agreement
     of the Company in this Indenture (other than a covenant or agreement a
     default in the performance or the breach of which is elsewhere in this
     Section specifically dealt with or which has been expressly included in
     this Indenture solely for the benefit of a series of Debentures), and
     continuance of such breach or default for a period of 90 days after receipt
     by the Company of a "Notice of Default"; or

         (d) a court of competent jurisdiction enters:

                 (i) a decree or order for relief in respect of the Company in
         an involuntary proceeding under any applicable Bankruptcy Law and such
         decree or order shall remain unstayed and in effect for a period of 60
         consecutive days; or

                                      -27-

<PAGE>

                 (ii)  a decree or order adjudging the Company to be insolvent,
         or approving a petition seeking reorganization, arrangement, adjustment
         or composition of the Company and such decree or order shall remain
         unstayed and in effect for a period of 60 consecutive days; or

                 (iii) a final and non-appealable order appointing a Custodian
         of the Company or of any substantial part of the property of the
         Company, or ordering the winding up or liquidation of the affairs of
         the Company; or

         (e) the Company pursuant to or within the meaning of any Bankruptcy
     Law: (i) commences a voluntary case or proceeding; (ii) consents to the
     entry of an order for relief against it in an involuntary case or
     proceeding; (iii) files a petition or answer or consent seeking
     reorganization or relief or consents to such filing or to the appointment
     of or taking possession by a Custodian of it or for all or substantially
     all of its property, and such Custodian is not discharged within 60 days;
     (iv) makes a general assignment for the benefit of its creditors; or (v)
     admits in writing its inability to pay its debts generally as they become
     due; or

         (f) any other Event of Default provided in or pursuant to this
     Indenture with respect to Debentures of such series.

         The term "Bankruptcy Law" means Title 11 of the United States Code, or
any similar federal or state bankruptcy, insolvency, reorganization or other law
for the relief of debtors. "Custodian" means any receiver, trustee, assignee,
liquidator, sequestrator, custodian or similar official under any Bankruptcy
Law.

         A Default under clause (c) above is not an Event of Default until (i)
the Trustee or the Holders of at least 25% in aggregate principal amount of the
Debentures of that series at the time outstanding provide a "Notice of Default"
to the Company (ii) the Company does not cure such Default within the time
specified in clause (c) above after receipt of such notice. Any such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default."

SECTION 6.2.   Acceleration.

         If any Event of Default with respect to the Debentures of any series
other than an Event of Default under clause (d) or (e) of Section 6.1 occurs and
is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Debentures of that series then outstanding may declare the
principal of, and any accrued interest on, all the Debentures of that series due
and payable immediately. Upon any such declaration such series of Debentures
shall become due and payable immediately. If an Event of Default specified in
clause (d) or (e) of Section 6.1 occurs, the principal of, and any accrued
interest on, all the Debentures shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Debentureholders.

         The foregoing paragraph, however, is subject to the condition that if,
at any time after the principal of the Debentures of that series shall have been
so declared due and payable, and before any judgment or decree for the payment
of the moneys due shall have

                                      -28-

<PAGE>

been obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Debentures of that series and the principal of and
premium, if any, on all Debentures of that series which shall have become due
otherwise than by acceleration (with interest upon such principal and premium,
if any, and, to the extent that such payment is enforceable under applicable
law, upon overdue installments of interest, at the rate accruing on the
Debentures of that series to the date of such payment or deposit) and the amount
payable to the Trustee under Section 7.7, and any and all Defaults under the
Indenture, other than the nonpayment of principal of and interest on Debentures
of that series which shall not have become due by their terms, shall have been
remedied or waived as provided in Section 6.4, then and in every such case the
Holders of at least a majority in aggregate principal amount of the Debentures
of that series then outstanding, by written notice to the Company and to the
Trustee, may on behalf of all of the Holders of such series of Debentures
rescind and annul such declaration and its consequences with respect to that
series of Debentures; but no such rescission and annulment shall extend to or
shall affect any subsequent default, or shall impair any right consequent
thereon.

SECTION 6.3.      Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may, in
its own name or as trustee of an express trust, institute, pursue and prosecute
any proceeding, including but not limited to, any action at law or suit in
equity or other judicial or administrative proceeding to collect the payment of
principal of or premium, if any, or interest on the Debentures of the series
that is in default, to enforce the performance of any provision of the
Debentures of that series or this Indenture or to obtain any other available
remedy.

         The Trustee may maintain a proceeding even if it does not possess any
of the Debentures or does not produce any of the Debentures in the proceeding. A
delay or omission by the Trustee or any Debentureholder in exercising any right
or remedy accruing upon an Event of Default shall not impair such right or
remedy or constitute a waiver of, or acquiescence in, such Event of Default. No
remedy is exclusive of any other remedy. All available remedies are cumulative.

SECTION 6.4.      Waiver of Past Defaults.

         If a Default or Event of Default with respect to a series of Debentures
has occurred and is continuing, the Holders of at least a majority in aggregate
principal amount of the Debentures of that series at the time outstanding, by
notice to the Trustee and the Company, may waive an existing Default or Event of
Default and its consequences hereunder except (i) a continuing Default or Event
of Default in the payment of the principal of or premium, if any, or interest on
any Debenture of that series (unless such Event of Default has been cured and a
sum sufficient to pay all matured installments of interest and premium, if any,
and principal due otherwise than by acceleration has been deposited with the
Trustee) or (ii) a Default or Event of Default in respect of a covenant or
provision which under this Indenture cannot be modified or amended without the
consent of the holder of each outstanding Debenture of that series. When a
Default or Event of Default is waived, it is deemed cured and shall cease to
exist,

                                      -29-

<PAGE>

but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any consequent right.

SECTION 6.5.      Control by Holders.

         The Holders of at least a majority in aggregate principal amount of the
Debentures of a series at the time outstanding may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
of exercising any trust or power conferred on the Trustee, in respect of such
series of Debentures. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or that the Trustee determines in good
faith is unduly prejudicial to the rights of other Debentureholders or may
involve the Trustee in personal liability. The Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such direction,
including withholding notice to the Holders of the Debentures of a continuing
Default (except in the payment of the principal of (other than any mandatory
sinking fund payment) or premium, if any, or interest on any Debentures) if the
Trustee considers it in the interest of the Holders of the Debentures to do so.

SECTION 6.6.      Limitation on Suits.

         Except as provided in Section 6.7, no Holder of Debentures of any
series may pursue any remedy with respect to this Indenture or the Debentures
unless:

         (a) the Holders of Debentures of such series give to the Trustee
     written notice stating that an Event of Default with respect to the
     corresponding Debentures of such series has occurred and is continuing;

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

         (c) the Holders of Debentures of such series provide to the Trustee
     security and indemnity reasonably satisfactory to the Trustee against any
     loss, liability or expense satisfactory to the Trustee;

         (d) the Trustee does not comply with the request within 60 days after
     receipt of the notice, the request and the offer of security and indemnity;
     and

         (e) during such 60 day period, the Holders of at least a majority in
     aggregate principal amount of the Debentures of that series do not give the
     Trustee a direction inconsistent with the request.

         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 or any
Debenture to affect, disturb or prejudice the rights of any other such Holders,
or to obtain or seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.

                                      -30-

<PAGE>

SECTION 6.7.    Unconditional Right of Holders to Receive Principal, Premium
                and Interest.

         Notwithstanding any other provision of this Indenture, the Holder of
any Debenture shall have the right which is absolute and unconditional to
receive payment of the principal of, premium, if any, and (subject to Section
2.2) interest on such Debenture on the respective due dates expressed in such
Debenture (or, in the case of redemption, on the Redemption Date) and to convert
or exchange such Debentures in accordance with its terms, if applicable, and to
institute suit for the enforcement of such payment or conversion or exchange,
and such right shall not be impaired without the consent of such Holder.

SECTION 6.8.    Collection Suits by the Trustee.

         The Company covenants that if

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

         (b) default is made in the payment of the principal of or premium, if
     any, on any Debenture on the Stated Maturity Date or Redemption Date
     thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holder of such Debenture, the whole amount then due and payable on such
Debenture for principal, premium, if any, and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium, if any, and on any overdue interest, at the rate or rates
prescribed therefor in such Debenture 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 and all other amounts due the Trustee under
Section 7.7.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the 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 such Debenture 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 such Debenture, wherever
situated.

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

                                      -31-

<PAGE>

SECTION 6.9.   Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or its properties or assets, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise:

(a)  to file and prove a claim for the whole amount of the principal of and
     premium, if any, and interest on the Debentures and to file such other
     papers or documents as may be necessary or advisable in order to have the
     claims of the Trustee (including any claim for the reasonable compensation,
     expenses, disbursements and advances of the Trustee, its agents and counsel
     and all other amounts due the Trustee under Section 7.7.) and of the
     Holders of Debentures allowed in such judicial proceeding; and

(b)  to collect and receive any moneys or other property payable or deliverable
     on any such claims and to distribute the same; and any Custodian 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 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 7.7.

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

SECTION 6.10.  Priorities.

         If the Trustee collects any money pursuant to this Article VI, it
shall, subject to Article X, pay out the money in the following order:

         FIRST:    to the Trustee for amounts due under Section 7.7;

         SECOND:   subject to Article XII, to Holders of Debentures in respect
                   of which or for the benefit of which such money has been
                   collected for amounts due and unpaid on such Debentures for
                   the principal thereof or premium, if any, or interest, if
                   any, thereon ratably, without preference or priority of any
                   kind, according to such amounts due and payable on such
                   Debentures; and

         THIRD:    the balance, if any, to the Company.

         Except as otherwise set forth in the Debentures, the Trustee may fix a
Record Date and payment date for any payment to Debentureholders pursuant to
this Section.

                                      -32-

<PAGE>

SECTION 6.11.     Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant (other than the Trustee) in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section does not apply to a suit by
the Trustee, a suit by a Holder of Debentures pursuant to Section 6.7 or a suit
by Holders of Debentures of more than 10% in aggregate principal amount of the
outstanding Debentures of any series.

                                   ARTICLE VII

                                   The Trustee

SECTION 7.1.      Duties and Responsibilities of the Trustee.

         (a) If an Event of Default occurs and is continuing with respect to the
Debentures of any series, the Trustee shall exercise the rights and powers
vested in it by this Indenture with respect to that series and use the same
degree of care and skill in its exercise as a prudent person would exercise or
use under the circumstances in the conduct of his or her own affairs.

         (b) Except during the continuance of an Event of Default with respect
to the Debentures of any series, (i) the Trustee need perform only those duties
with respect to that series that are specifically set forth in this Indenture or
the TIA and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and (ii) in the absence of bad faith on its part,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, in the case of any certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but shall not be required to
confirm or investigate the accuracy of mathematical calculations or other facts
stated therein).

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

             (i)  this clause (c) shall not be construed to limit the effect of
         Section 7.1(b) or Section 7.1(f);

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

                                      -33-

<PAGE>

             (iii) the Trustee shall not be liable with respect to any action it
         takes or omits to take in good faith in accordance with a direction (A)
         received by it pursuant to Section 6.5 or (B) of the Holders of a
         majority in principal amount of any series of Debentures.

         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to Section 7.1 (a), (b), (c), (e) and (f) and Section 7.2.

         (e) The Trustee may refuse to perform any duty or exercise any right or
power unless it receives security and indemnity reasonably satisfactory to it
against any loss, liability or expense (including reasonable counsel fees).

         (f) 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 the
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

         (g) 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 not be
liable for interest on any money held by it hereunder except as otherwise agreed
in writing with the Company.

SECTION 7.2.      Rights of the Trustee.

         Subject to Section 7.1:

         (a) the Trustee may conclusively 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, coupon or other evidence of indebtedness or other
     paper or document reasonably believed by it to be genuine and to have been
     signed or presented by the proper party or parties;

         (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Order (in each case, other than
     delivery of any Debenture to the Trustee for authentication and delivery
     pursuant to Section 2.3, which shall be sufficiently evidenced as provided
     therein) and any resolution of the Board of Directors may be sufficiently
     evidenced by a Board Resolution;

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

         (d) the Trustee may consult with counsel of its selection and the
     advice of such counsel or any Opinion of Counsel shall be full and complete
     authorization and

                                      -34-

<PAGE>

     protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;

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

         (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, coupon 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,
     during business hours and upon reasonable notice, the books, records and
     premises of the Company, personally or by agent or attorney at the
     reasonable cost of the Company;

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

         (h) the Trustee shall not be deemed to have notice or be charged with
     knowledge of any Default or Event of Default with respect to Debentures of
     any series for which it is acting as Trustee unless written notice of the
     Default or Event of Default, as the case may be, is received by the Trustee
     at the Corporate Trust Office of the Trustee from the Company, any other
     obligor upon such Debentures or by any Holder of such Debentures, and such
     notice references the Debentures and this Indenture;

         (i) the rights, privileges, protections, immunities and benefits given
     to the Trustee, including, but not limited to, its right to be indemnified,
     are extended to, and shall be enforceable by, the Trustee in each of its
     capacities hereunder, and to each agent, custodian and other Person
     employed to act hereunder;

         (j) The Trustee shall not be liable for any action, suffered or omitted
     by it in good faith and believed by it to be authorized or within the
     discretion or rights or power conferred upon it by this Indenture, unless
     it shall be proved that the Trustee was negligent in ascertaining the
     pertinent facts; and

         (k) The Trustee may request that the Company deliver a certificate
     setting forth the names of individuals and/or titles of officers authorized
     at such time to take specified actions pursuant to this Indenture, which
     certificate may be signed by any person authorized to sign an Officers'
     Certificate, including any person specified as so authorized in any such
     certificate previously delivered and not superseded.

<PAGE>

SECTION 7.3.      Not Responsible for Recitals or Issuances of Debentures.

         The recitals contained in this Indenture and in the Debentures shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representation as to
the validity, sufficiency or adequacy of this Indenture or the Debentures. The
Trustee shall not be accountable for the Company's use or application of the
Debentures or the proceeds thereof, and the Trustee shall not be responsible for
any statement in this Indenture or the Debentures or any report or certificate
issued by the Company hereunder or any registration statement relating to the
Debentures (other than the Trustee's Certificate of Authentication and the
Trustee's Statement of Eligibility on Form T-1).

SECTION 7.4.      May Hold Debentures.

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

SECTION 7.5.      Notice of Defaults.

         If a Default or Event of Default occurs and is continuing with respect
to the Debentures of any series and if it is known to the Trustee, the Trustee
shall mail to each Holder of a Debenture of that series notice of the Default
within 90 days after it becomes known to the Trustee unless such Default shall
have been cured or waived. Except in the case of a Default described in Section
6.1(a) or (b), the Trustee may withhold such notice if and so long, as a
committee of Responsible Officers in good faith determines that the withholding
of such notice is in the interests of the Holders of the Debentures of that
series. The Trustee shall not be deemed to have notice or be charged with
knowledge of any Default or Event of Default with respect to Debentures of any
series for which it is acting as Trustee unless written notice of the Default or
Event of Default, as the case may be, is received by the Trustee at the
Corporate Trust Office of the Trustee from the Company, any other obligor upon
such Debentures or by any Holder of such Debentures, and such notice references
the Debentures and this Indenture. The second sentence of this Section shall be
in lieu of the proviso to TIA Section 315(b). Said proviso is hereby expressly
excluded from this Indenture, as permitted by the TIA.

SECTION 7.6.      Reports by Trustee to Holders.

         Within 60 days after each September 1, beginning with the September 1
next following the date of this Indenture, and for so long as Debentures remain
outstanding, the Trustee shall mail to each Debentureholder, and such other
holders that have submitted their names to the Trustee for such purpose, a brief
report dated as of such September 1 in accordance with and to the extent
required under TIA Section 313.

         A copy of each report at the time of its mailing to Debentureholders
shall be filed with the Company, the SEC and any securities exchange on which
the Debentures are

                                      -36-

<PAGE>

listed in accordance with TIA Section 313(d). The Company agrees to promptly
notify the Trustee whenever the Debentures become listed on any securities
exchange and of any delisting thereof.

SECTION 7.7.      Compensation and Indemnity.

         The Company covenants and agrees:

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

         (b) to reimburse the Trustee upon its request for reasonable expenses,
     disbursements and advances incurred or made by the Trustee in accordance
     with any provision of this Indenture (including the reasonable compensation
     and the expenses, and advances of its agents and counsel), including all
     reasonable expenses and advances incurred or made by the Trustee in
     connection with any Default or Event of Default or any membership on any
     creditors' committee, except any such expense or advance as may be
     attributable to its negligence, willful misconduct or bad faith; and

         (c) to the fullest extent permitted by law, to indemnify each of the
     Trustee, or any predecessor Trustee, its officers, employees, directors,
     shareholders and agents, for, and to hold them harmless against, any and
     all loss, damage, claim, liability or expense, including taxes (other than
     taxes based upon, measured by or determined by the income of the Trustee or
     any predecessor Trustee), incurred without negligence or willful misconduct
     on its part, arising out of or in connection with the acceptance or
     administration of its duties under this Indenture, including the reasonable
     costs and expenses of defending itself against any claim or liability in
     connection with the exercise or performance of any of its powers or duties
     hereunder.

         The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

         Before, after or during an Event of Default with respect to the
Debentures of a series, as security for the performance of the obligations of
the Company under this Section, the Trustee shall have a claim and lien prior to
the Debentures of that series as to and upon all property and funds held or
collected by it as such, except with respect to funds held by the Trustee or any
Paying Agent in trust for the payment of principal of or premium, if any, or
interest on Debentures pursuant to Section 2.5 or Section 8.1.

         The Company's payment and indemnity obligations pursuant to this
Section are not subject to Article XII of this Indenture and such obligations
and any lien arising hereunder shall survive the satisfaction and discharge of
this Indenture, the resignation or

                                      -37-

<PAGE>

removal of the Trustee and/or the termination of this Indenture. In addition and
without prejudice to its other rights hereunder, when the Trustee renders
services or incurs expenses after the occurrence of a Default specified in
Section 6.1(d) or (e), the compensation for services and expenses are intended
to constitute expenses of administration under any Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

SECTION 7.8.      Eligibility; Disqualification.

         (a) The Trustee shall at all times satisfy the requirements of the TIA
Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recently
published annual report of condition. 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.

         (b) The Trustee shall comply with TIA Section 310(b). In determining
whether the Trustee has conflicting interests as defined in TIA Section
310(b)(1), the provisions contained in the proviso to TIA Section 310(b)(1) and
the Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated
herein and, with respect to the Debentures of any series, there shall be
excluded this Indenture with respect to Debentures of any particular series of
Debentures other than that series. Nothing herein shall prevent the Trustee from
filing with the SEC the application referred to in the second to last paragraph
of TIA Section 310(b).

SECTION 7.9.      Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 7.10.

         (b) The Trustee may resign at any time with respect to the Debentures
of one or more series by giving written notice thereof to the Company. Upon
receiving such notice of resignation the Company shall promptly appoint a
successor trustee in accordance with Section 7.10. If the instrument of
acceptance by a successor Trustee required by Section 7.10 shall not have been
delivered to the Trustee within 60 days after the giving of such notice of
resignation, the resigning Trustee may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Debentures of such series.

         (c) If the Trustee has or shall acquire any conflicting interest, as
defined in Section 310(b) of the TIA, with respect to the Debentures of any
series, it shall, within 90 days after ascertaining it has such conflicting
interest, either eliminate the conflicting interest or resign with respect to
the Debentures of that series in the manner set forth in this Section.

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<PAGE>

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

         (e) If at any time:

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

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

                 (iii) the Trustee shall become incapable of acting or shall be
         adjudged 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, (1) the Company by a Board Resolution may remove the
Trustee with respect to all Debentures, or (2) subject to Section 6.11, any
Holder of a Debenture who has been a bona fide Holder of a Debenture for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Debentures of such series and the appointment of a successor
Trustee or Trustees.

         (f) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Debentures of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Debentures of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debentures of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Debentures of any particular series) and shall comply with
the applicable requirements of Section 7.10. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Debentures of any series shall be
appointed by Act of the Holders of at least a majority in principal amount of
the outstanding Debentures of such series, notice of such appointment shall be
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 7.10, become the successor Trustee
with respect to the Debentures of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Debentures of any series shall have been so appointed by the Company or
the Holders of Debentures and accepted appointment in the manner required

                                      -39-

<PAGE>

by Section 7.10, any Holder of a Debenture who has been a bona fide Holder
of a Debenture of such series 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 with respect to the Debentures of
such series.

         (g) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Debentures of any series and each appointment
of a successor Trustee with respect to the Debentures of any series in the
manner provided in Section 13.2. Each notice shall include the name of the
successor Trustee with respect to the Debentures of such series and the address
of its Corporate Trust Office.

SECTION 7.10.     Acceptance of Appointment by Successor.

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Debentures, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder, subject nevertheless to the
lien provided for in Section 7.7.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Debentures of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Debentures of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and deeds of the Trustee with respect to the Debentures of that or those
series which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee is not retiring with respect to all Debentures, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Debentures of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (iii) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees as co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debentures of that or
those series to which the appointment of such successor Trustee

                                      -40-

<PAGE>

relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Debentures of that or those series to which the appointment of
such successor Trustee relates, subject nevertheless to the lien provided for in
Section 7.7.

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

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

SECTION 7.11.   Successor Trustee by Merger.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to another Person or
banking association, the resulting, surviving or transferee Person without any
further act shall be the successor Trustee.

                                  ARTICLE VIII

            Satisfaction and Discharge of Indenture; Unclaimed Moneys

SECTION 8.1.    Satisfaction and Discharge of Indenture.

     Upon the direction of the Company by a Company Order, this Indenture shall
cease to be of further effect with respect to any series of Debentures as
specified in such Company Order, and the Trustee, on receipt of a Company Order,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

     (a) either

          (ii)  all Debentures of such series theretofore authenticated and
     delivered (other than (1) Debentures of such series which have been
     destroyed, lost or stolen and which have been replaced or paid as provided
     in Section 2.8, and (2) Debentures of such series 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 8.4) have been delivered to the Trustee for
     cancellation; or

          (iii) all Debentures of such series not theretofore delivered to the
     Trustee for cancellation

                (1) have become due and payable, or

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<PAGE>

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

               (3) if redeemable at the option of the Company, 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 (1), (2) or (3) above, has deposited or
     caused to be deposited with the Trustee as trust funds in trust for such
     purpose, (a) cash (which may be held in an interest bearing account insured
     by the Federal Deposit Insurance Corporation) in an amount, or (b) U.S.
     Government Obligations, maturing as to principal and interest at such times
     and in such amounts as will ensure the availability of cash, or (c) a
     combination thereof, in an amount sufficient to pay and discharge the
     entire indebtedness on such Debentures not theretofore delivered to the
     Trustee for cancellation, including the principal of, and premium, if any,
     and interest on such Debentures, to the date of such deposit (in the case
     of Debentures which have become due and payable) or to the Stated Maturity
     Date or Redemption Date thereof, as the case may be; and

        (b) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company with respect to the outstanding Debentures of such
     series.

        In the event there are Debentures of two or more series outstanding
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Debentures of such series as to which it is Trustee and if the other
conditions thereto are met.

        Notwithstanding the satisfaction and discharge of this Indenture, with
respect to any series of Debentures, the obligations of the Company to the
Trustee under Section 7.7 and, if money shall have been deposited with the
Trustee pursuant to clause (a)(ii) of this Section, the following obligations of
the Company and the Trustee with respect to the Debentures of such series, shall
survive: (i) the rights of registration of transfer and exchange of Debentures
of such series, (ii) the replacement of apparently mutilated, defaced,
destroyed, lost or stolen Debentures of such series, (iii) the rights of the
Holders of the Debentures of such series to receive payments of the principal
of, premium, if any, and interest on the Debentures of such series, (iv) the
rights of the Holders of the Debentures of such series as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all or any
of them, (v) the obligation of the Company to maintain an Office or Agency for
payments on and registration of transfer of the Debentures of such series, (vi)
the rights, obligations and immunities of the Trustee hereunder, and (vii) any
rights to convert or exchange the Debentures of such series into other
securities or rights in accordance with their terms. Funds held in trust
pursuant to this Section are not subject to the provisions of Article XII.

SECTION 8.2.    Application by Trustee of Funds Deposited for Payment of
                Debentures.

        Subject to Section 8.4, all moneys deposited with the Trustee pursuant
 to Section 8.1 and in accordance with the provisions of Article XII with
respect to the

                                      -42-

<PAGE>

Debentures of any series shall be held in trust for the sole benefit of the
Holders of the Debentures of such series and not be subject to the subordination
provisions of Article XII, and such moneys shall be applied by the Trustee to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), to the Holders of the Debentures of such series
for the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest,
but such money need not be segregated from other funds except to the extent
required by law.

     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 8.1 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 Debentures outstanding hereunder.

SECTION 8.3.    Repayment of Moneys Held by Paying Agent.

     In connection with the satisfaction and discharge of this Indenture, all
moneys then held by any Paying Agent under this Indenture shall, upon demand of
the Company, be repaid to it or paid to the Trustee, and thereupon such Paying
Agent shall be released from all further liability with respect to such moneys.

SECTION 8.4.    Return of Moneys Held by the Trustee and Paying Agent Unclaimed
                for Two Years.

     Any moneys deposited with or paid to the Trustee or any Paying Agent for
the payment of the principal of and premium, if any, or interest on the
Debentures of any series and not applied but remaining unclaimed for two years
after the date when such principal, premium, if any, or interest shall have
become due and payable shall, unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property law, be repaid to the
Company by the Trustee or such Paying Agent, and the Holders of such Debentures
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look only to the Company for
any payment which such Holder may be entitled to collect as a general unsecured
creditor, and all liability of the Trustee or any Paying Agent with respect to
such moneys shall thereupon cease.

                                   ARTICLE IX

                             Supplemental Indentures

SECTION 9.1.    Supplemental Indentures Without Consent of Holders.

     From time to time, when authorized by a resolution of the Board of
Directors, the Company and the Trustee, without notice to or the consent of any
Holders of the Debentures, may amend or supplement this Indenture:

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<PAGE>

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

          (b) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Debentures (as shall be specified in such
     supplemental indenture or indentures) or to surrender any right or power
     herein conferred upon the Company; provided, however, that in respect of
     any such additional covenant, restriction or condition on the Company, such
     supplemental indenture may provide for a particular period of grace after
     default (which period may be shorter or longer than that allowed in the
     case of other defaults) or may provide for an immediate enforcement upon
     such default or may limit the remedies available to the Trustee upon such
     default; or

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

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

          (e) to establish the form or terms of Debentures of any series as
     permitted by Section 2.1 or, in lieu of any such supplemental indenture,
     the Company may provide the Trustee with an Officers' Certificate with
     respect to the form or terms of such Debentures; or

          (f) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Debentures of one or
     more series, and to add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee; or

          (g) to cure any ambiguity, to correct or supplement any provision
     herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision herein or in any supplemental
     indenture, or to make any other provisions with respect to matters or
     questions arising under this Indenture or under any supplemental indenture,
     which shall not adversely affect the interests of the Holders of Debentures
     of any series then outstanding in any material respect; or

          (h) to add to, delete from or revise the conditions, limitations and
     restrictions on the authorized amount, terms or purposes of issue,
     authentication and delivery of Debentures as herein set forth; or

          (i) to comply with requirements of the SEC in order to effect or
     maintain qualification of this Indenture under the TIA; or

          (j) subject to Section 12.12, to make any change in Article XII that
     would limit or terminate the benefits available to any holder of Senior
     Indebtedness under such Article; or

                                      -44-

<PAGE>

          (k) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Debentures provided that any such action shall
     not adversely affect the interests of any Holder of a Debenture of such
     series or any other Debenture in any material respect.

SECTION 9.2.    Supplemental Indentures with Consent of Holders.

          The Company and the Trustee may amend this Indenture in any manner not
permitted by Section 9.1 or may waive future compliance by the Company with any
provisions of this Indenture with the consent of the Holders of at least a
majority in aggregate principal amount of the Debentures of each series affected
thereby then outstanding. However, such an amendment or waiver may not, without
the consent of each Holder of any Debenture affected thereby:

          (a) reduce the principal amount of such Debentures;

          (b) reduce the percentage of the principal amount of such Debentures
     the Holders of which must consent to an amendment of this Indenture or a
     waiver;

          (c) change (i) the stated maturity of the principal of or the interest
     on such Debentures, except in connection with any Deferral Period, (ii) the
     rate of interest (or the manner of calculation thereof) on such Debentures,
     or (iii) the duration of the maximum consecutive period that payments of
     interest on such Debentures may be deferred;

          (d) change adversely to the Holders the redemption, conversion or
     exchange provisions applicable to such Debentures, if any;

          (e) change the currency in respect of which the payments on such
     Debentures are to be made;

          (f) make any change in Article X that adversely affects the rights of
     the Holders of the Debentures or any change to any other Section hereof
     that adversely affects their rights under Article X;

          (g) change Section 6.7; or

          (h) modify the provisions of the Indenture with respect to the
     subordination of the Debentures in a manner adverse to the Holders.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent

                                      -45-

<PAGE>

previously given shall automatically and without further action by any Holder be
canceled and of no further effect.

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

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

     If certain Holders agree to defer or waive certain obligations of the
Company hereunder with respect to Debentures held by them, such deferral or
waiver shall not affect the rights of any other Holder to receive the payment or
performance required hereunder in a timely manner.

     After an amendment or waiver under this Section becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment or
waiver. Any failure of the Company to mail such notices, or any defect therein,
shall not, however, in any way impair or affect the validity of such amendment
or waiver.

SECTION 9.3.  Compliance with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article IX shall
comply with the TIA.

SECTION 9.4.  Revocation and Effect of Consents, Waivers and Actions.

     Until an amendment, supplement, waiver or other action by Holders becomes
effective, a consent, waiver or any other action by a Holder of a Debenture
hereunder is a continuing consent by the Holder and every subsequent Holder of
that Debenture or portion of the Debenture that evidences the same obligation as
the consenting Holder's Debenture, even if notation of the consent, waiver or
action is not made on such Debenture. However, any such Holder or subsequent
Holder may revoke the consent, waiver or action as to such Holder's Debenture or
portion of the Debenture if the Trustee receives the notice of revocation before
the consent of the requisite aggregate principal amount of such Debentures then
outstanding has been obtained and not revoked. After an amendment, waiver or
action becomes effective, it shall bind every Holder of the Debentures of the
related series, except as provided in Section 9.2.

     The Company may, but shall not be obligated to, fix a Record Date for the
purpose of determining the Persons entitled to consent to any amendment or
waiver. If a Record Date is fixed, then, notwithstanding the first two sentences
of the immediately preceding paragraph, only Holders of Debentures on such
Record Date or their duly designated proxies, and only those Persons, shall be
entitled to consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or

                                      -46-

<PAGE>

not such Persons continue to be such after such Record Date. No such consent
shall be valid or effective for more than 90 days after such Record Date.

SECTION 9.5.  Notation on or Exchange of Debentures.

     Debentures of the related series authenticated and made available for
delivery after the execution of any supplemental indenture pursuant to this
Article IX 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 Debentures so modified to
conform to any such supplemental indenture may be prepared and executed by the
Company and authenticated and made available for delivery by the Trustee in
exchange for outstanding Debentures.

     Failure to make the appropriate notification or issue a new Debenture shall
not affect the validity and effect of such supplemental indenture.

SECTION 9.6.  Execution of Supplemental Indentures.

     The Trustee shall execute any supplemental indenture authorized pursuant to
this Article IX if the supplemental indenture does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, execute it. In executing such supplemental indenture,
the Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Officers' Certificate and Opinion of Counsel stating that such
supplemental indenture is authorized or permitted by this Indenture.

SECTION 9.7.  Effect of Supplemental Indentures.

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

                                   ARTICLE X

                                  Sinking Funds

SECTION 10.1.  Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Debentures of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Debenture of such series issued
pursuant to this Indenture.

     The minimum amount of any sinking fund payment provided for by the terms of
Debentures of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of

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<PAGE>

Debentures of such series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Debentures of any series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 10.2. Each sinking fund payment shall be applied to the redemption of
Debentures of any series as provided for by the terms of Debentures of such
series and this Indenture.

SECTION 10.2.  Satisfaction of Sinking Fund Payments with Debentures.

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Debentures of any series to be made pursuant to the
terms of such Debentures (a) deliver outstanding Debentures of such series
(other than any of such Debentures previously called for redemption or any of
such Debentures in respect of which cash shall have been released to the
Company), and (b) apply as a credit Debentures of such series which have been
redeemed either at the election of the Company pursuant to the terms of such
series of Debentures or through the application of permitted optional sinking
fund payments pursuant to the terms of such Debentures, provided that such
series of Debentures have not been previously so credited. Such Debentures shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debentures for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.
If as a result of the delivery or credit of Debentures of any series in lieu of
cash payments pursuant to this Section, the principal amount of Debentures of
such series to be redeemed in order to exhaust the aforesaid cash payment shall
be less than $100,000, the Trustee need not call Debentures of such series for
redemption, except upon a Company Order, and such cash payment shall be held by
the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment on Debentures of such series, provided, however, that the Trustee or
such Paying Agent shall at the request of the Company from time to time pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Debentures of that
series purchased by the Company having an unpaid principal amount equal to the
cash payment requested to be released to the Company.

SECTION 10.3.  Redemption of Debentures for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
series of Debentures, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Debentures of that series pursuant to Section 10.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Debentures to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Debentures to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.2 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the

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<PAGE>

manner provided in Section 3.3. Such notice having been duly given, the
redemption of such Debentures shall be made upon the terms and in the manner
stated in Sections 3.4 and 3.6.

                                   ARTICLE XI

                          Meetings of Debentureholders

SECTION 11.1.  Purposes for Which Meetings May Be Called.

     A meeting of Holders of Debentures of any series may be called at any time
and from time to time pursuant to this Article XI to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Debentures of such series.

SECTION 11.2.  Call, Notice and Place of Meetings.

     (a) The Trustee may at any time call a meeting of Holders of Debentures of
any series for any purpose specified in Section 11.1, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or in such
other place as the Trustee shall determine. Notice of every meeting of Holders
of Debentures of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 13.2, not less than 20 nor
more than 180 days prior to the date fixed for the meeting.

     (b) In case at any time the Company, by or pursuant to a Board Resolution,
or the Holders of at least 25% in principal amount of the outstanding Debentures
of any series shall have requested the Trustee to call a meeting of the Holders
of Debentures of such series for any purpose specified in Section 11.1, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of such
meeting within 20 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or
the Holders of Debentures of such series in the amount above specified, as the
case may be, may determine the time and the place for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in clause
(a) of this Section.

SECTION 11.3.  Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Debentures of any
series, a Person shall be (a) a Holder of one or more outstanding Debentures of
such series, or (b) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more outstanding Debentures of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Debentures of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

                                      -49-

<PAGE>

SECTION 11.4.  Quorum; Action.

     The Persons entitled to vote at least a majority in principal amount of the
outstanding Debentures of a series shall constitute a quorum for a meeting of
Holders of Debentures of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of more than a majority
in principal amount of the outstanding Debentures of a series, the Persons
entitled to vote such percentage in principal amount of the outstanding
Debentures of such series shall constitute a quorum. In the absence of a quorum
within 30 minutes after the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Debentures of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 11.2(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the outstanding Debentures of such series which shall
constitute a quorum.

     Except as may be limited by Section 9.2, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of at least
a majority in principal amount of the outstanding Debentures of that series;
provided, however, that, except as may be limited by Section 9.2, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture or any supplemental indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage in principal amount of the outstanding Debentures of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the outstanding Debentures of such
series.

     Any resolution passed or decision taken at any meeting of Holders of
Debentures of any series duly held in accordance with this Section shall be
binding on all the Holders of Debentures of such series, whether or not such
Holders were present or represented at the meeting.

SECTION 11.5.  Determination of Voting Rights; Conduct and Adjournment of
               Meetings.

     (a) Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Debentures of a series in regard to proof of the holding of
Debentures of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall

                                      -50-

<PAGE>

deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Debentures shall be proved in the manner specified
in Section 1.5 and the appointment of any proxy shall be proved in the manner
specified in Section 1.5. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine
without the proof specified in Section 1.5 or other proof.

     (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Debentures as provided in Section 11.2(b), in which
case the Company or the Holders of Debentures of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote at least a majority in principal amount of
the outstanding Debentures of such series represented at the meeting.

     (c) At any meeting each Holder of a Debenture of such series or proxy shall
be entitled to one vote for each $25 principal amount of the outstanding
Debentures of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Debenture
challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Debenture of such series or proxy.

     (d) Any meeting of Holders of Debentures of any series duly called pursuant
to Section 11.2 at which a quorum is present may be adjourned from time to time
by Persons entitled to vote at least a majority in principal amount of the
outstanding Debentures of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 11.6.   Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders of
Debentures of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debentures of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the outstanding Debentures of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Debentures of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 11.2 and, if
applicable, Section 11.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                      -51-

<PAGE>

                                  ARTICLE XII
                           Subordination of Debentures

SECTION 12.1.   Debentures Subordinate to Senior Indebtedness.

     The Company covenants and agrees, and each Holder of a Debenture, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions of
Article VIII), the indebtedness represented by the Debentures and the payment of
the principal of, or premium, if any, or interest (including Defaulted Interest,
if any) on, each and all of the Debentures (including, but not limited to, the
Redemption Price with respect to the Debentures to be called for redemption in
accordance with Article III), are hereby expressly made subordinate and subject
in right of payment to the prior payment in full of all Senior Indebtedness.

SECTION 12.2.   No Payment in Certain Circumstances, Payment over of Proceeds
                  upon  Dissolution, Etc.

     No payment shall be made with respect to the principal of, or premium, if
any, or interest (including Defaulted Interest, if any) on the Debentures
(including, but not limited to, the Redemption Price with respect to the
Debentures to be called for redemption in accordance with Article III), except
payments and distributions made by the Trustee as permitted by Section 12.9, if:

            (i)  a default in the payment of principal, premium, if any, or
interest (including a default under any repurchase or redemption obligation) or
other amounts with respect to any Senior Indebtedness occurs and is continuing
(or, in the case of Senior Indebtedness for which there is a period of grace, in
the event of such a default that continues beyond the period of grace, if any,
specified in the instrument or lease evidencing such Senior Indebtedness) unless
and until such default shall have been cured or waived or shall have ceased to
exist; or

            (ii) any other event of default occurs and is continuing with
respect to Designated Senior Indebtedness that then permits holders of such
Designated Senior Indebtedness to accelerate its maturity and the Trustee
receives a notice of the default (a "Payment Blockage Notice") from a
Representative or a holder of Designated Senior Indebtedness or the Company.

     If the Trustee receives any Payment Blockage Notice pursuant to clause (ii)
above, no subsequent Payment Blockage Notice shall be effective for purposes of
this Section unless and until (A) at least 365 days shall have elapsed since the
initial effectiveness of the immediately prior Payment Blockage Notice, and (B)
all scheduled payments of principal, premium, if any, and interest on the
Debentures that have come due have been paid in full in cash. No nonpayment
default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent
Payment Blockage Notice.

                                      -52-

<PAGE>

     The Company may and shall resume payments on and distributions in respect
of the Debentures upon:

     (a) in the case of a default referred to in clause (i) above, the date upon
which the default is cured or waived or ceases to exist, or

     (b) in the case of a default referred to in clause (ii) above, the earlier
of the date upon which the default is cured or waived or ceases to exist or 179
days pass after the Payment Blockage Notice is received if the maturity of such
Designated Senior Indebtedness has not been accelerated, unless this Article XII
otherwise prohibits the payment or distribution at the time of such payment or
distribution.

     In the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its creditors, as such, or
to its assets, or (b) any liquidation, dissolution or other winding up of the
Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshaling of assets and liabilities of the Company, then and in any
such event the holders of Senior Indebtedness shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Indebtedness in cash before the Holders of the Debentures are entitled to
receive any payment on account of principal of (or premium, if any) or interest
on the Debentures or on account of the purchase, redemption or other acquisition
of Debentures, and to that end the holders of Senior Indebtedness shall be
entitled to receive, for application to the payment thereof, any payment or
distribution of any kind or character, whether in cash, property or securities,
which may be payable or deliverable in respect of the Debentures in any such
case, proceeding, dissolution, liquidation or other winding up or event.

     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Debenture shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, securities or other property, before all Senior Indebtedness is
paid in full, and if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event, except payments and distributions made by the
Trustee as permitted by Section 12.9, such payment or distribution shall be paid
over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

     For purposes of this Article only, the words "cash, securities or other
property" shall not be deemed to include shares of Capital Stock of the Company
as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, which
shares of stock or securities are subordinated in right of payment to all then
outstanding Senior Indebtedness to substantially the same extent as, or to a
greater extent than, the Debentures are so subordinated as provided in this
Article. The consolidation of the Company with, or the merger of the Company
into,

                                      -53-

<PAGE>

another Person or the liquidation or dissolution of the Company following the
conveyance or transfer of its properties and assets substantially as an entirety
to another Person upon the terms and conditions set forth in Article V shall not
be deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or which acquires by conveyance or transfer
such properties and assets substantially as an entirety, as the case may be,
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions set forth in Article V.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Debenture prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event, except payments and distributions made
by the Trustee as permitted by Section 12.9, such payment shall be paid over and
delivered forthwith to the Company, in the case of the Trustee, or the Trustee,
in the case of such Holder.

SECTION 12.3.    Prior Payment to Senior Indebtedness upon Acceleration of the
                 Debentures.

         In the event of the acceleration of the Debentures because of an Event
of Default, no payment or distribution shall be made to the Trustee or any
holder of Debentures in respect of the principal of, premium, if any, or
interest on the Debentures (including, but not limited to, the Redemption Price
with respect to the Debentures called for redemption in accordance with Article
III), except payments and distributions made by the Trustee as permitted by
Section 12.9, until all Senior Indebtedness has been paid in full in cash or
other payment satisfactory to the holders of Senior Indebtedness or such
acceleration is rescinded in accordance with the terms of this Indenture. If
payment of the Debentures is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Indebtedness of the
acceleration.

SECTION 12.4.    Payment Permitted If No Default.

     Nothing contained in this Article or elsewhere in this Indenture or in any
of the Debentures shall prevent (a) the Company, at any time except during the
pendency of any case, proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshaling of assets and
liabilities of the Company referred to in Section 12.2, or during the
circumstances referred to in the first paragraph of Section 12.2, or under the
conditions described in Section 12.3, from making payments at any time of
principal of (and premium, if any) or interest on the Debentures, or (b) the
application by the Trustee of any money deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
on the Debentures or the retention of such payment by the Holders, if, at the
time of such application by the Trustee, it did not have knowledge that such
payment would have been prohibited by the provisions of this Article.

                                      -54-

<PAGE>

SECTION 12.5.   Subrogation to Rights of Holders of Senior Indebtedness.

     Subject to the payment in full of all Senior Indebtedness, the Holders of
the Debentures shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of (and
premium, if any) and interest on the Debentures shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the Holders of
the Debentures or the Trustee would be entitled except for the provisions of
this Article, and no payments over pursuant to the provisions of this Article to
the holders of Senior Indebtedness by Holders of the Debentures or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Debentures, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

SECTION 12.6.   Provisions Solely to Define Relative Rights.

     The provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders of the Debentures on the one hand
and the holders of Senior Indebtedness on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Debentures is intended to
or shall (i) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Debentures, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders of the
Debentures the principal of (and premium, if any) and interest on the Debentures
as and when the same shall become due and payable in accordance with their
terms; (ii) affect the relative rights against the Company of the Holders of the
Debentures and creditors of the Company other than the holders of Senior
Indebtedness; or (iii) prevent the Trustee or the Holder of any Debenture from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article of the holders
of Senior Indebtedness to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

SECTION 12.7.   Trustee to Effectuate Subordination.

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

SECTION 12.8.   No Waiver of Subordination Provisions.

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

                                      -55-

<PAGE>

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

SECTION 12.9.  Notice to Trustee.

        The Company shall give prompt written notice to the Trustee of any fact
known to the Company that would prohibit the making of any payment to or by the
Trustee in respect of the Debentures. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Debentures, unless
and until a Responsible Officer of the Trustee with direct responsibility for
administration of this Indenture shall have received at the Corporate Trust
Office of the Trustee written notice thereof from the Company or a
Representative or a holder of Senior Indebtedness (including, without
limitation, a holder of Designated Senior Indebtedness) and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 7.1, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if said Responsible Officer of the Trustee shall
not have received the notice provided for in this Section 12.9 at least three
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (and premium, if any) or interest (including Defaulted
Interest, if any) on any Debenture), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within three Business Day prior to such date.

        Notwithstanding anything in this Article XII to the contrary, nothing
shall prevent any payment by the Trustee to the Holders of monies deposited with
it pursuant to Section 8.1, and any such payment shall not be subject to the
provisions of Section 12.2 or 12.3.

        Subject to the provisions of Section 7.1, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a Representative or a holder of Senior Indebtedness (including,
without limitation, a holder of Designated Senior Indebtedness) to establish
that such notice has been given by a Representative or a holder of Senior
Indebtedness (including, without limitation, a holder of Designated Senior
Indebtedness). In the event that the Trustee determines in good faith

                                      -56-

<PAGE>

that further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

SECTION 12.10.  Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 7.1, and the
Holders of the Debentures shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Debentures, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article.

SECTION 12.11.  Trustee Not Fiduciary for Holders of Senior Indebtedness.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Debentures
or to the Company or to any other Person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
or otherwise.

SECTION 12.12.  Reliance by Holders of Senior Indebtedness on Subordination
               Provisions.

         Each Holder by accepting a Debenture acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Debentures, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively
to have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders of Senior Indebtedness unless such holders shall have agreed in
writing thereto.

                                      -57-

<PAGE>

SECTION 12.13.  Rights of Trustee as Holder of Senior Indebtedness; Preservation
               of Trustee's Rights.

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

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.7.

SECTION 12.14.  Article Applicable to Paying Agents.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee; provided, however, that
Section 12.13 shall not apply to the Company or any Affiliate of the Company if
it or such Affiliate acts as Paying Agent.

                                  ARTICLE XIII
                                  MISCELLANEOUS

SECTION 13.1.   Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by operation of Section 318(c) of the TIA, the imposed duties
shall control. The provisions of Sections 310 to 317, inclusive, of the TIA that
impose duties on any Person (including provisions automatically deemed included
in an indenture unless the indenture provides that such provisions are excluded)
are a part of and govern this Indenture, except as, and to the extent, they are,
expressly excluded from this Indenture, as permitted by the TIA.

SECTION 13.2.   Notices.

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing and delivered in person, by first-class
mail, postage prepaid, telecopier or overnight air courier guaranteeing next day
delivery, addressed as follows:

     if to the Company:

     Anthem, Inc.
     120 Monument Circle
     Indianapolis, Indiana 46204
     Attention: David R. Frick
     Fax: (317) 488-6891

                                      -58-


<PAGE>

     with a copy to:

     Baker & Daniels
     Suite 2700
     300 North Meridian Street
     Indianapolis, Indiana 46204
     Attention:  Tibor D. Klopfer
     Fax:  (317) 237-1000

     if to the Trustee:

     The Bank of New York
     5 Penn Plaza, 13th Floor
     New York, New York 10001
     Attention: Corporate Trust Administration
     Fax: (212) 896-7298

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

     Any notice or communication given to a Debentureholder shall be mailed or
delivered to the Debentureholder at the Debentureholder's address as it appears
on the Register of the Registrar and shall be sufficiently given if mailed
within the time prescribed. Any notice or communication shall also be so mailed
to any person described in TIA Section 313(c) to the extent required by the TIA.

     Failure to give a notice or communication to a Debentureholder or any
defect in it shall not affect its sufficiency with respect to other
Debentureholders. If a notice or communication is given to a Debentureholder in
the manner provided above, it is duly given, whether or not received by the
addressee.

     Any notice or communication to the Trustee shall be deemed to have been
duly given when received by the Corporate Trust Office of the Trustee.

     If the Company gives a notice or communication to the Debentureholders, it
shall deliver a copy to the Trustee and each Registrar, Paying Agent or
co-Registrar.

     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 Debentureholders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

SECTION 13.3. Communication by Holders with Other Holders.

     Debentureholders may communicate pursuant to Section 312(b) of the TIA with
other Debentureholders with respect to their rights under this Indenture or the
Debentures. The Company, the Trustee, the Registrar, the Paying Agent and anyone
else shall have the protection under Section 312(c) of the TIA.

                                      -59-

<PAGE>

SECTION 13.4.  Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

     (a) an Officers' Certificate (complying with Section 13.5) stating that, in
   the opinion of such Officer, all conditions precedent to the taking of such
   action have been complied with; and

     (b) an Opinion of Counsel (complying with Section 13.5) stating that, in
   the opinion of such counsel, all such conditions precedent to the taking of
   such action have been complied with.

SECTION 13.5.  Statements Required in Certificate or Opinion.

     Each Officers' Certificate and Opinion of Counsel with respect to
compliance with a covenant or condition provided for in this Indenture (other
than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with
the provisions of TIA Section 314(e) and shall include:

     (a) a statement that each Person making such Officers' Certificate or
   Opinion of Counsel has read such covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or
   investigation upon which the statements or opinions contained in such
   Officers' Certificate or Opinion of Counsel are based;

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

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

SECTION 13.6.  Severability Clause.

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

SECTION 13.7.  Rules by Trustee, Paying Agent and Registrar.

     The Trustee may make reasonable rules for action by or a meeting of
Debentureholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

                                      -60-

<PAGE>

SECTION 13.8.    Legal Holidays.

     A "Legal Holiday" is any day other than a Business Day. If any specified
date (including a date for giving notice) is a Legal Holiday, the action to be
taken on such date shall be taken on the next succeeding day that is not a Legal
Holiday, and if such action is a payment in respect of the Debentures, unless
other wise specified pursuant to Section 2.1 no principal, premium, if any, or
interest shall accrue in respect of such payment for the intervening period.

SECTION 13.9.    Governing Law.

     THIS INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 13.10.   No Recourse Against Others.

     No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under the Debentures
or this Indenture or for any claim based on, in respect of or by reason of such
obligations. By accepting a Debenture, each Debentureholder shall waive and
release all such liability. The waiver and release shall be part of the
consideration for the issuance and sale of the Debentures.

SECTION 13.11.   Successors and Assigns.

     All agreements of the Company in this Indenture and Debentures shall bind
its successors and assigns.

SECTION 13.12.   Counterparts.

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement. Any signed copy shall be sufficient proof of this Indenture.

SECTION 13.13.   No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any Subsidiary or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 13.14.   Table of Contents, Headings, Etc.

     The Table of Contents, Cross-Reference Table and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

                                      -61-

<PAGE>

SECTION 13.15.    Benefits of the Indenture.

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

                  [remainder of page intentionally left blank]

                                      -62-

<PAGE>

                                   SIGNATURES

     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this Indenture on behalf of the respective parties hereto as of the date first
above written.


                                       ANTHEM, INC.,
                                         as Issuer

                                       By:  /s/ Larry C. Glasscock
                                            --------------------------------
                                            Name: Larry C. Glasscock
                                            Title: President and Chief Executive
                `                                  Officer


Attest:


/s/  David R. Frick
-------------------
                                       THE BANK OF NEW YORK,
                                         as Trustee

                                       By:  /s/ Robert A. Massimillo
                                            --------------------------------
                                            Name: Robert A. Massimillo
                                            Title: Vice President


Attest:

Terence T. Rawlins


/s/ Terence T. Rawlins
----------------------
Vice President,
The Bank of New York

<PAGE>

State of Indiana )
                 )  ss.:
County of Marion )


     On the 2/nd/ day of November, 2001, before me personally came Larry C.
Glasscock, to me known, who, being by me duly sworn, did depose and say that he
is President and Chief Executive Officer of Anthem, Inc., one of the
corporations described in and which executed the foregoing instrument; that 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 he signed his name thereto by like
authority.

                                             /s/  Tracy L. Whitman
                                             -----------------------------------
                                             Tracy L. Whitman, Notary Public
                                             My commission expires: May 13, 2008
                                             My county of residence: Marion

<PAGE>

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


     On the 2/nd/ day of November, 2001, before me personally came Robert A.
Massimillo, to me known, who, being by me duly sworn, did depose and say that he
is Vice President of The Bank of New York, one of the corporations described in
and which executed the foregoing instrument; that 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 he signed his name thereto by like authority.



                                                        William J. Cassels



                                                        /s/  William J. Cassels
                                                        -----------------------
                                                        Notary Public,
                                                        State of New York