<PAGE>
                                                                     Exhibit 4.1

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






                          THE ST. PAUL COMPANIES, INC.

                                       TO

                               JPMORGAN CHASE BANK

                                     Trustee

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

                                    INDENTURE

                               Dated as of [    ]

                             SENIOR DEBT SECURITIES

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




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




<PAGE>




                          The St. Paul Companies, Inc.
           Reconciliation and tie between Trust Indenture Act of 1939
                      and Indenture, dated as of [       ]


<TABLE>
<CAPTION>
Trust Indenture                                                                    Indenture
  Act Section                                                                       Section
---------------                                                                    ---------
<S>                 <C>                                                            <C>
ss.310(a)(1)        ...............................................................609
      (a)(2)        ...............................................................609
      (a)(3)        ...............................................................Not Applicable
      (a)(4)        ...............................................................Not Applicable
      (b)           ...............................................................608
                                                                                   610

ss.311(a)           ...............................................................613(a)
      (b)           ...............................................................613(b)
      (b)(2)        ...............................................................703(a)(2)
                                                                                   703(b)

ss.312(a)           ...............................................................701
                                                                                   702(a)
      (b)           ...............................................................702(b)
      (c)           ...............................................................702(a)
ss.313(a)           ...............................................................703(a)
      (b)           ...............................................................703(b)
      (c)           ...............................................................703(a), 703(b)
      (d)           ...............................................................703(c)
ss.314(a)           ...............................................................704
      (b)           ...............................................................Not Applicable
      (c)(1)        ...............................................................102
      (c)(2)        ...............................................................102
      (c)(3)        ...............................................................Not Applicable
      (d)           ...............................................................Not Applicable
      (e)           ...............................................................102
ss.315(a)           ...............................................................601(a)
      (b)           ...............................................................602
                                                                                   703(a)(6)

      (c)           ...............................................................601(b)
      (d)           ...............................................................601(c)
      (d)(1)        ...............................................................601(a)(1)
      (d)(2)        ...............................................................601(c)(2)
      (d)(3)        ...............................................................601(c)(3)
      (e)           ...............................................................514
ss.316(a)           ...............................................................101
      (a)(1)(A)     ...............................................................502
                                                                                   512
      (a)(1)(B)     ...............................................................513
      (a)(2)        ...............................................................Not Applicable
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Trust Indenture                                                                    Indenture
  Act Section                                                                       Section
---------------                                                                    ---------
<S>                 <C>                                                            <C>
      (b)           ...............................................................508
ss.317(a)(1)        ...............................................................503
      (a)(2)        ...............................................................504
      (b)           ...............................................................1003
ss.318(a)           ...............................................................107
</TABLE>

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

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



<PAGE>
                                TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                        <C>                                                                                   <C>
PARTIES...........................................................................................................1
RECITALS OF THE COMPANY...........................................................................................1

                                   ARTICLE ONE

             Definitions and Other Provisions of General Application

Section 101.               Definitions............................................................................1
                           Act....................................................................................2
                           Affiliate..............................................................................2
                           Authenticating Agent...................................................................2
                           Board of Directors.....................................................................2
                           Board Resolution.......................................................................2
                           Business Day...........................................................................3
                           Commission.............................................................................3
                           Company................................................................................3
                           Company Request........................................................................3
                           Company Order..........................................................................3
                           Corporate Trust Office.................................................................3
                           corporation............................................................................3
                           Defaulted Interest.....................................................................3
                           Depository.............................................................................4
                           Event of Default.......................................................................4
                           Exchange Act...........................................................................4
                           Global Security........................................................................4
                           Holder.................................................................................4
                           Indenture..............................................................................4
                           interest...............................................................................4
                           Interest Payment Date..................................................................4
                           Maturity...............................................................................4
                           Officers' Certificate..................................................................4
                           Opinion of Counsel.....................................................................5
                           Original Issue Discount Security.......................................................5
                           Outstanding............................................................................5
                           Paying Agent...........................................................................6
                           Person.................................................................................6
</TABLE>

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

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part
       of the Indenture.

                                       -i-

<PAGE>
<TABLE>
<Caption>
<S>                        <C>                                                                                   <C>
                           Place of Payment.......................................................................6
                           Predecessor Security...................................................................7
                           Redemption Date........................................................................7
                           Redemption Price.......................................................................7
                           Regular Record Date....................................................................7
                           Responsible Officer....................................................................7
                           Securities.............................................................................7
                           Security Register......................................................................7
                           Security Registrar.....................................................................7
                           Special Record Date....................................................................7
                           Stated Maturity........................................................................7
                           Subsidiary.............................................................................8
                           Trustee................................................................................8
                           Trust Indenture Act....................................................................8
                           U.S. Government Obligations............................................................8
                           Vice President.........................................................................8
Section 102.               Compliance Certificates and Opinions...................................................8
Section 103.               Form of Documents Delivered to Trustee.................................................9
Section 104.               Acts of Holders.......................................................................10
Section 105.               Notices, Etc., to Trustee and Company.................................................11
Section 106.               Notice to Holders; Waiver.............................................................12
Section 107.               Conflict with Trust Indenture Act.....................................................12
Section 108.               Effect of Headings and Table of Contents..............................................12
Section 109.               Successors and Assigns................................................................13
Section 110.               Separability Clause...................................................................13
Section 111.               Benefits of Indenture.................................................................13
Section 112.               Governing Law.........................................................................13
Section 113.               Legal Holidays........................................................................13

                                   ARTICLE TWO

                                 Security Forms

Section 201.               Forms Generally.......................................................................14
Section 202.               Form of Face of Security..............................................................14
Section 203.               Form of Reverse of Security...........................................................17
Section 204.               Form of Legend for Global Securities..................................................22
Section 205.               Form of Trustee's Certificate of Authentication.......................................22

                                  ARTICLE THREE

                                 The Securities

Section 301.               Amount Unlimited; Issuable in Series..................................................22
Section 302.               Denominations.........................................................................26
</TABLE>


                                      -ii-



<PAGE>


<TABLE>
<Caption>
<S>                        <C>                                                                                   <C>
Section 303.               Execution, Authentication, Delivery and Dating........................................26
Section 304.               Temporary Securities..................................................................28
Section 305.               Registration, Registration of Transfer and Exchange...................................29
Section 306.               Mutilated, Destroyed, Lost and Stolen Securities......................................31
Section 307.               Payment of Interest; Interest Rights Preserved........................................32
Section 308.               Persons Deemed Owners.................................................................34
Section 309.               Cancellation..........................................................................34
Section 310.               Computation of Interest...............................................................35

                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 401.               Satisfaction and Discharge of Indenture...............................................35
Section 402.               Application of Trust Money............................................................37

                                  ARTICLE FIVE

                                    Remedies

Section 501.               Events of Default.....................................................................37
Section 502.               Acceleration of Maturity; Rescission and Annulment....................................40
Section 503.               Collection of Indebtedness and Suits for Enforcement by Trustee.......................42
Section 504.               Trustee May File Proofs of Claim......................................................43
Section 505.               Trustee May Enforce Claims Without Possession of Securities...........................44
Section 506.               Application of Money Collected........................................................45
Section 507.               Limitation on Suits...................................................................45
Section 508.               Unconditional Right of Holders to Receive Principal, Premium and Interest.............46
Section 509.               Restoration of Rights and Remedies....................................................46
Section 510.               Rights and Remedies Cumulative........................................................47
Section 511.               Delay or Omission Not Waiver..........................................................47
Section 512.               Control by Holders....................................................................47
Section 513.               Waiver of Past Defaults...............................................................48
Section 514.               Undertaking for Costs.................................................................49
Section 515.               Waiver of Usury, Stay or Extension Laws...............................................50
</TABLE>

                                     -iii-




<PAGE>

<TABLE>
<Caption>
<S>                        <C>                                                                                   <C>
                                   ARTICLE SIX

                                   The Trustee

Section 601.               Certain Duties and Responsibilities...................................................50
Section 602.               Notice of Defaults....................................................................52
Section 603.               Certain Rights of Trustee.............................................................52
Section 604.               Not Responsible for Recitals or Issuance of Securities................................54
Section 605.               May Hold Securities...................................................................54
Section 606.               Money Held in Trust...................................................................55
Section 607.               Compensation and Reimbursement........................................................55
Section 608.               Disqualification; Conflicting Interests...............................................56
Section 609.               Corporate Trustee Required; Eligibility...............................................56
Section 610.               Resignation and Removal;  Appointment of Successor....................................57
Section 611.               Acceptance of Appointment by Successor................................................59
Section 612.               Merger, Conversion, Consolidation or Succession to Business...........................61
Section 613.               Preferential Collection of Claims Against Company.....................................61
Section 614.               Appointment of Authenticating Agent...................................................61

                                  ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company

Section 701.               Company to Furnish Trustee Names and Addresses of Holders.............................64
Section 702.               Preservation of Information; Communications to Holders................................64
Section 703.               Reports by Trustee....................................................................66
Section 704.               Reports by Company....................................................................67

                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.               Company May Consolidate, Etc., Only on Certain Terms..................................68
Section 802.               Successor Person Substituted..........................................................69
</TABLE>

                                      -iv-


<PAGE>

<TABLE>
<Caption>
<S>                        <C>                                                                                   <C>
                                  ARTICLE NINE

                             Supplemental Indentures

Section 901.               Supplemental Indentures Without Consent of Holders....................................70
Section 902.               Supplemental Indentures with Consent of Holders.......................................71
Section 903.               Execution of Supplemental Indentures..................................................73
Section 904.               Effect of Supplemental Indentures.....................................................74
Section 905.               Conformity with Trust Indenture Act...................................................74
Section 906.               Reference in Securities to Supplemental Indentures....................................74

                                   ARTICLE TEN

                                    Covenants

Section 1001.              Payment of Principal, Premium and Interest............................................74
Section 1002.              Maintenance of Office or Agency.......................................................75
Section 1003.              Money for Securities Payments to Be Held in Trust.....................................75
Section 1004.              Corporate Existence...................................................................77
Section 1005.              Limitation on Liens...................................................................77
Section 1006.              Statement by Officers as to Default...................................................78
Section 1007.              Waiver of Certain Covenants...........................................................79

                                 ARTICLE ELEVEN

                            Redemption of Securities

Section 1101.              Applicability of Article..............................................................80
Section 1102.              Election to Redeem; Notice to Trustee.................................................80
Section 1103.              Selection by Trustee of Securities to Be Redeemed.....................................80
Section 1104.              Notice of Redemption..................................................................81
Section 1105.              Deposit of Redemption Price...........................................................82
Section 1106.              Securities Payable on Redemption Date.................................................82
Section 1107.              Securities Redeemed in Part...........................................................82

                                 ARTICLE TWELVE

                                  Sinking Funds

Section 1201.              Applicability of Article..............................................................83
</TABLE>

                                      -v-

<PAGE>

<TABLE>
<S>                        <C>                                                                                   <C>
Section 1202.              Satisfaction of Sinking Fund Payments with Securities.................................83
Section 1203.              Redemption of Securities for Sinking Fund.............................................84

                                ARTICLE THIRTEEN

                       Defeasance and Covenant Defeasance

Section 1301.              Applicability of Article; Company's Option to Effect Defeasance or Covenant
                           Defeasance............................................................................84
Section 1302.              Defeasance and Discharge..............................................................85
Section 1303.              Covenant Defeasance...................................................................86
Section 1304.              Conditions to Defeasance or Covenant Defeasance.......................................86
Section 1305.              Deposited Money and U.S. Government Obligations to be Held in Trust; Other
                           Miscellaneous Provisions..............................................................89
Section 1306.              Reinstatement.........................................................................90
</TABLE>


                                      -vi-

<PAGE>

       INDENTURE, dated as of [ ], between The St. Paul Companies, Inc., a
corporation duly organized and existing under the laws of the State of Minnesota
(herein called the "Company"), having its principal office at 385 Washington
Street, St. Paul, Minnesota 55102, and JPMorgan Chase Bank, a New York banking
corporation duly organized and existing under the laws of the State of New York,
as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

       The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured and
unsubordinated debentures, notes or other evidences of indebtedness (herein
called the "Securities"), to be issued in one or more series as in this
Indenture provided.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

Section 101       Definitions.

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

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

              (2) all other terms used herein which are defined in the Trust
       Indenture Act, either



<PAGE>

       directly or by reference therein, have the meanings assigned to them
       therein;

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

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

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

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

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

              "Authenticating Agent" means any Authenticating Agent appointed
pursuant to Section 614 to authenticate Securities.

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

              "Board Resolution" means a copy of a resolution certified by the
Corporate Secretary or an Assistant Corporate Secretary of the Company to have
been duly




                                      -2-
<PAGE>

adopted by the Board of Directors and to be in full force and effect on the date
of such certification, and delivered to the Trustee.

              "Business Day", when used with respect to any Place of Payment,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or obligated
by law to close.

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

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

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

              "Corporate Trust Office" means the principal office of the Trustee
in The City of New York, at which at any particular time its corporate trust
business in such City may be administered. At the date hereof, such office is
located at JPMorgan Chase Bank, 450 West 33rd Street, New York, New York 10001,
Attention: Institutional Trust Services.

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

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


                                      -3-
<PAGE>

              "Depository" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the clearing agency registered under the Exchange Act specified for
that purpose as contemplated by Section 301.

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

              "Exchange Act" means the Securities Exchange Act of 1934 as it may
be amended and any successor act thereto.

              "Global Security" means a security bearing the legend specified in
Section 204 evidencing all or part of a series of Securities, authenticated and
delivered to the Depository for such series or its nominee, and registered in
the name of such Depository or nominee.

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

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

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

              "Interest Payment Date", when used with respect to any security,
means the Stated Maturity of an installment of interest on such Security.

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

              "Officers' Certificate" means a certificate signed by the Chairman
of the Board, the President or a Vice President, and by the Treasurer, an
Assistant



                                      -4-
<PAGE>

Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 1005 shall be the principal executive, financial or
accounting officer of the Company.

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

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

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

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

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

              (iii) Securities which have been paid pursuant to Section 306 or
       in exchange for or in lieu of which other Securities have been
       authenticated and delivered pursuant to this Indenture, other than any
       such Securities in respect of which there shall have been presented to
       the Trustee proof satisfactory to it that such Securities are held by a
       protected purchaser in whose hands such Securities are valid obligations
       of the Company;



                                      -5-
<PAGE>

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, (ii) the principal amount of a Security
denominated in a foreign currency or currencies shall be the U.S. dollar
equivalent, determined on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the
U.S. dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in (i) above) of such Security, and (iii)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

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

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

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



                                      -6-
<PAGE>

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

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

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

              "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.

              "Responsible Officer", when used with respect to the Trustee,
means any officer of the Trustee with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer of the Trustee to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

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

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

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

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




                                      -7-
<PAGE>

or such installment of principal or interest is due and payable.

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

              "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

              "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as provided
in Section 905; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by such amendment, the Trust Indenture Act of 1939 as amended.

              "U.S. Government Obligations" has the meaning specified in Section
1304.

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

Section 102.      Compliance Certificates and Opinions.

              Except as otherwise expressly provided by this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel such
action is authorized or permitted by this




                                      -8-
<PAGE>

Indenture and that all such conditions precedent, if any, have been complied
with, except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

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

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

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

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

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

Section 103.      Form of Documents Delivered to Trustee.

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



                                      -9-
<PAGE>

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

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

Section 104.      Acts of Holders.

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

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




                                      -10-
<PAGE>

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

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

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

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

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

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

              (2) the Company by the Trustee or by any Holder shall be
       sufficient for every purpose hereunder (unless otherwise herein expressly
       provided) if in writing and mailed, first-class postage prepaid, to the
       Company addressed to it at the address of its principal office specified



                                      -11-
<PAGE>

       in the first paragraph of this instrument or at any other address
       previously furnished in writing to the Trustee by the Company.

Section 106.      Notice to Holders; Waiver.

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

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

Section 107.      Conflict with Trust Indenture Act.

              If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Indenture by
any of the provisions of the Trust Indenture Act, such required provision shall
control.

Section 108.      Effect of Headings and Table of Contents.

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



                                      -12-
<PAGE>

Section 109.      Successors and Assigns.

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

Section 110.      Separability Clause.

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

Section 111.      Benefits of Indenture.

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

Section 112.      Governing Law.

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

Section 113.      Legal Holidays.

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



                                      -13-
<PAGE>

                                  ARTICLE TWO

                                 Security Forms

Section 201.      Forms Generally.

              The Securities of each series shall be in substantially the form
set forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or depository therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

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

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

Section 202.      Form of Face of Security.

              [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                          The St. Paul Companies, Inc.

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



                                      -14-
<PAGE>

No. ..........                                                      $ ..........


              The St. Paul Companies, Inc., a corporation duly organized and
existing under the laws of the State of Minnesota (herein called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to .................
 ............................................ or registered assigns, the
principal sum of ....................... Dollars on ........................
 ..................................... ............... [If the Security is to
bear interest prior to Maturity, insert --, and to pay interest thereon from
 .......... or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on ................ and .......
 ............... in each year, commencing ..........., at the rate of ...% per
annum, until the principal hereof is paid or made available for payment [If
applicable insert --, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
 ...% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ...... or ....... (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in

                                      -15-
<PAGE>

said Indenture]. [If the Security is not to bear interest prior to Maturity,
insert -- The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of ...% per annum (to the extent that
the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment. Interest on
any overdue principal or premium shall be payable on demand. [Any such interest
on overdue principal or premium which is not paid on demand shall bear interest
at the rate of ......% per annum (to the extent that the payment of such
interest on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment. Interest on
any overdue interest shall be payable on demand.]

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

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

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

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

Dated: ......



                                      -16-
<PAGE>

                                                    THE ST. PAUL COMPANIES, INC.


                                                         By ....................
Attest:

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

Section 203.      Form of Reverse of Security.

              This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of - herein called the "Indenture",
which term shall have the meaning assigned to it in such instrument), between
the Company and JPMorgan Chase Bank, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [if applicable, insert --, limited
in aggregate principal amount to $...........].

              [If applicable, insert -- The Securities of this series are
subject to redemption upon not more than 60 or less than 30 days' notice by
mail, [if applicable, insert -- (1) on ......... in any year commencing with the
year ..... and ending with the year ...... through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [on or after .........., 20..], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before .............,
 ....%, and if redeemed] during the 12-month period beginning ....... of the
years indicated.

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


</TABLE>


                                      -17-
<PAGE>








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

              [If applicable, insert -- The Securities of this series are
subject to redemption upon not more than 60 or less than 30 days' notice by
mail, (1) on ............ in any year commencing with the year .... and ending
with the year .... through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [on or after ..........., as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ............ of the years indicated,

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


</TABLE>



and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such





                                      -18-
<PAGE>

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

              [Notwithstanding the foregoing, the Company may not, prior to ....
 ..........., redeem any Securities of this series as contemplated by [Clause (2)
of] the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than .....% per annum.]

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

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

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

              [If the Security is an Original Issue Discount Security, -- If an
Event of Default with respect to





                                      -19-
<PAGE>

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

              [The Indenture contains provisions for defeasance at any time of
[the entire indebtedness of this Security or] [certain restrictive covenants and
Events of Default with respect to this Security] [, in each case] upon
compliance with certain conditions set forth therein.]

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

              No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium,





                                      -20-
<PAGE>

and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

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

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

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

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

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



                                      -21-
<PAGE>

Section 204.      Form of Legend for Global Securities.

              Any Global Security authenticated and delivered hereunder shall
bear a legend in substantially the following form:

                     "This Security is a Global Security within the meaning of
       the Indenture hereinafter referred to and is registered in the name of a
       Depository or a nominee thereof. This Security may not be exchanged in
       whole or in part for a Security registered, and no transfer of this
       Security in whole or in part may be registered in the name of any person
       other than such Depository or a nominee thereof, except in the limited
       circumstances described in the Indenture."

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

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

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

                                                     JPMORGAN CHASE BANK,
                                                     as Trustee

                                                     By ....................
                                                         Authorized Officer

                                 ARTICLE THREE

                                 The Securities

Section 301.      Amount Unlimited; Issuable in Series.

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

              The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or




                                      -22-
<PAGE>

determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series,

              (1) the title of the Securities of the series (which shall
       distinguish the Securities of the series from Securities of any other
       series);

              (2) any limit upon the aggregate principal amount of the
       Securities of the series which may be authenticated and delivered under
       this Indenture (except for Securities authenticated and delivered upon
       registration of transfer of, or in exchange for, or in lieu of, other
       Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
       and except for any Securities which, pursuant to Section 303, are deemed
       never to have been authenticated and delivered hereunder);

              (3) the Person to whom any interest on a Security of the series
       shall be payable, if other than the Person in whose name that Security
       (or one or more Predecessor Securities) is registered at the close of
       business on the Regular Record Date for such interest;

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

              (5) the rate or rates at which the Securities of the series shall
       bear interest, if any, the date or dates from which such interest shall
       accrue, the Interest Payment Dates on which such interest shall be
       payable and the Regular Record Date for the interest payable on any
       Interest Payment Date;

              (6) the place or places where the principal of (and premium, if
       any) and interest on Securities of the series shall be payable;

              (7) the period or periods within which, the price or prices at
       which, and the terms and




                                      -23-
<PAGE>

       conditions upon which, Securities of the series may be redeemed, in whole
       or in part, at the option of the Company;

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

              (9) any provisions necessary to permit or facilitate the issuance,
       payment or conversion of any Securities of the series that may be
       converted into securities or other property other than Securities of the
       same series (including shares of the Company's common or preferred stock
       or other Securities of the Company) and of like tenor, whether in
       addition to, or in lieu of, any payment of principal or other amount and
       whether at the option of the Company or otherwise;

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

              (11) the currency or currencies, including composite currencies,
       in which payment of the principal of and any premium and interest on the
       Securities of the series shall be payable if other than the currency of
       the United States of America;

              (12) if the principal of or any premium or interest on any
       Securities of the series is to be payable, at the election of the Company
       or the Holder thereof, in one or more currencies, composite currencies or
       currency units other than that or those in which such Securities are
       stated to be payable, the currency, currencies, composite currency,
       composite currencies or currency units in which the principal of or any



                                      -24-
<PAGE>

       premium or interest on such Securities as to which such election is made
       shall be payable, the periods within which and the terms and conditions
       upon which such election is to be made and the amount so payable (or the
       manner in which such amount shall be determined);

              (13) if the amount of payments of principal of and any premium or
       interest on the Securities of the series may be determined with reference
       to an index, a formula or any other method, the manner in which such
       amounts shall be determined;

              (14) whether the Securities of the series shall be issued in whole
       or in part in the form of one or more Global Securities and, in such
       case, the Depository with respect to such Global Security or Securities
       and the circumstances under which any such Global Security may be
       exchanged for Securities registered in the name of, and any transfer of
       such Global Security may be registered in the name of, a Person other
       than such Depository or its nominee, if other than as set forth in
       Section 305;

              (15) if other than the principal amount thereof, the portion of
       the principal amount of Securities of the series which shall be payable
       upon declaration of acceleration of the Maturity thereof pursuant to
       Section 502;

              (16) the application, if any, of Section 1302 or 1303 to the
       Securities of any series;

              (17) any proposed listing on any national or foreign securities
       exchange of the Securities of the series; and

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

              All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section





                                      -25-
<PAGE>

303) set forth in the Officers' Certificate or in any such indenture
supplemental hereto.

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

Section 302.      Denominations.

              The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

Section 303.      Execution, Authentication, Delivery and Dating.

              The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents. The
signature of any of these officers on the Securities may be manual or facsimile.

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

              At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions





                                      -26-
<PAGE>

as permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating,

              (a) if the form of such Securities has been established by or
       pursuant to Board Resolution as permitted by Section 201, that such form
       has been established in conformity with the provisions of this Indenture;

              (b) if the terms of such Securities have been established by or
       pursuant to Board Resolution as permitted by Section 301, that such terms
       have been established in conformity with the provisions of this
       Indenture; and

              (c) that such Securities, when authenticated and delivered by the
       Trustee and issued by the Company in the manner and subject to any
       conditions specified in such Opinion of Counsel, will constitute valid
       and legally binding obligations of the Company, enforceable in accordance
       with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
       reorganization, moratorium and similar laws of general applicability
       relating to or affecting the enforcement of creditors' rights and to
       general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

              Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of





                                      -27-
<PAGE>

authentication of each Security of such series if such documents are delivered
at or prior to the time of authentication upon original issuance of the first
Security of such series to be issued.

              Each Security shall be dated the date of its authentication.

              No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

Section 304.      Temporary Securities.

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

              If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the





                                      -28-
<PAGE>

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

Section 305.      Registration, Registration of Transfer and Exchange.

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

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

              At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange,




                                      -29-
<PAGE>

the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

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

              The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

              Notwithstanding the foregoing, no Global Security shall be
registered for transfer or exchange, or authenticated or delivered, pursuant to
this Section 305 or Sections 304, 306, 906 or 1107 in the name of a Person other
than the Depository for such Security or its nominee until (i) the Depository
with respect to a Global Security notifies the Company that it is unwilling or
unable to continue as Depository for such Global Security or the





                                      -30-
<PAGE>

Depository ceases to be a clearing agency registered under the Exchange Act,
(ii) the Company executes and delivers to the Trustee a Company Order that such
Global Security shall be so transferable and exchangeable or (iii) there shall
have occurred and be continuing an Event of Default with respect to the
Securities of such series. Upon the occurrence in respect of any Global Security
of any series of any one or more of the conditions specified in clauses (i),
(ii) or (iii) of the preceding sentence or such other conditions as may be
specified as contemplated by Section 301 for such series, such Global Security
may be registered for transfer or exchange for Securities registered in the
names of, or authenticated and delivered to, such Persons as the Depository with
respect to such series shall direct.

              Except as provided in the preceding paragraph, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Global Security, whether pursuant to this Section,
Section 304, 306, 906 or 1107 or otherwise, shall also be a Global Security and
bear the legend specified in Section 204.

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

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

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



                                      -31-
<PAGE>

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

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

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

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

Section 307.      Payment of Interest; Interest Rights Preserved.

              Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

              Any interest on any Security of any series 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





                                      -32-
<PAGE>

paid by the Company, at its election in each case, as provided in Clause (1) or
(2) below:

              (1) The Company may elect to make payment of any Defaulted
       Interest to the Persons in whose names the Securities of such series (or
       their respective Predecessor Securities) are registered at the close of
       business on a Special Record Date for the payment of such Defaulted
       Interest, which shall be fixed in the following manner. The Company shall
       notify the Trustee in writing of the amount of Defaulted Interest
       proposed to be paid on each Security of such series and the date of the
       proposed payment, and at the same time the Company shall deposit with the
       Trustee an amount of money equal to the aggregate amount proposed to be
       paid in respect of such Defaulted Interest or shall make arrangements
       satisfactory to the Trustee for such deposit prior to the date of the
       proposed payment, such money when deposited to be held in trust for the
       benefit of the Persons entitled to such Defaulted Interest as in this
       Clause provided. Thereupon the Trustee shall fix a Special Record Date
       for the payment of such Defaulted Interest which shall be not more than
       15 days and not less than 10 days prior to the date of the proposed
       payment and not less than 10 days after the receipt by the Trustee of the
       notice of the proposed payment. The Trustee shall promptly notify the
       Company of such Special Record Date and, in the name and at the expense
       of the Company, shall cause notice of the proposed payment of such
       Defaulted Interest and the Special Record Date therefor to be mailed,
       first-class postage prepaid, to each Holder of Securities of such series
       at his address as it appears in the Security Register, not less than 10
       days prior to such Special Record Date. Notice of the proposed payment of
       such Defaulted Interest and the Special Record Date therefor having been
       so mailed, such Defaulted Interest shall be paid to the Persons in whose
       names the Securities of such series (or their respective Predecessor
       Securities) are registered at the close of business on such Special
       Record Date and




                                      -33-
<PAGE>

       shall no longer be payable pursuant to the following Clause (2).

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

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

Section 308.      Persons Deemed Owners.

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

Section 309.      Cancellation.

              All Securities surrendered for payment, redemption, registration
of transfer or exchange 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 cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in





                                      -34-
<PAGE>

any manner whatsoever, and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of in
accordance with its normal procedures unless otherwise directed by a Company
Order.

Section 310.      Computation of Interest.

              Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 401.      Satisfaction and Discharge of Indenture.

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

              (1) either

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




                                      -35-
<PAGE>

              Section 1003) have been delivered to the Trustee for cancellation;
              or

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

                            (i) have become due and payable, or

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

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

              and the Company, in the case of (i), (ii) or (iii) above, has
              deposited or caused to be deposited with the Trustee as trust
              funds in trust for the purpose an amount sufficient to pay and
              discharge the entire indebtedness on such Securities not
              theretofore delivered to the Trustee for cancellation, for
              principal (and premium, if any) and interest to the date of such
              deposit (in the case of Securities which have become due and
              payable) or to the Stated Maturity or Redemption Date, as the case
              may be;

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

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






                                      -36-
<PAGE>

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

Section 402.      Application of Trust Money.

              Subject to provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

                                  ARTICLE FIVE

                                    Remedies

Section 501.      Events of Default.

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

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

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



                                      -37-
<PAGE>

              (3) default in the deposit of any sinking fund payment, when and
       as due by the terms of a Security of that series; or

              (4) default in the performance, or breach, of any covenant or
       warranty of the Company in this Indenture (other than a covenant or
       warranty a default in whose performance or whose breach is elsewhere in
       this Section specifically dealt with or which has expressly been included
       in this Indenture solely for the benefit of a series of Securities other
       than that series), and continuance of such default or breach for a period
       of 90 days after there has been given, by registered or certified mail,
       to the Company by the Trustee or to the Company and the Trustee by the
       Holders of at least 25% in principal amount of the Outstanding Securities
       of that series a written notice specifying such default or breach and
       requiring it to be remedied and stating that such notice is a "Notice of
       Default" hereunder; or

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

              (6) the commencement by the Company of a voluntary case or
       proceeding under any applicable




                                      -38-
<PAGE>

       Federal or State bankruptcy, insolvency, reorganization or other similar
       law or of any other case or proceeding to be adjudicated a bankrupt or
       insolvent, or the consent by it to the entry of a decree or order for
       relief in respect of the Company in an involuntary case or proceeding
       under any applicable Federal or State bankruptcy, insolvency,
       reorganization or other similar law or to the commencement of any
       bankruptcy or insolvency case or proceeding against it, or the filing by
       it of a petition or answer or consent seeking reorganization or relief
       under any applicable Federal or State law, or the consent by it to the
       filing of such petition or to the appointment of or taking possession by
       a custodian, receiver, liquidator, assignee, trustee, sequestrator or
       similar official of the Company or of any substantial part of its
       property, or the making by it of an assignment for the benefit of
       creditors, or the admission by it in writing of its inability to pay its
       debts generally as they become due, or the taking of corporate action by
       the Company in furtherance of any such action; or

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

              Upon receipt by the Trustee of any Notice of Default pursuant to
this Section 501 with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such Notice of Default, which record date shall be at the close of business on
the day the Trustee receives such Notice of Default. The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to join in such Notice of Default, whether or not such Holders remain Holders
after such record date; provided, however, that unless Holders of at least 25%
in principal amount of the Outstanding Securities of such series, or their
proxies, shall have joined in such Notice of Default prior to the date which is
the ninetieth day after such record date, such Notice of Default shall
automatically and without further action by any Holder be cancelled and of no
further




                                      -39-
<PAGE>

effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a
Holder, from giving, (i) after expiration of such 90-day period, a new Notice of
Default identical to a Notice of Default which has been cancelled pursuant to
the proviso to the preceding sentence or (ii) during any such 90-day period, an
additional Notice of Default with respect to any new or different fact or
circumstance permitting the giving of a Notice of Default with respect to
Securities of such series, in either of which events a new record date shall be
established pursuant to the provisions of this Section 501.

Section 502.      Acceleration of Maturity; Rescission and Annulment.

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

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

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

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



                                      -40-
<PAGE>


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

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

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

       and

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

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

              Upon receipt by the Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, however, that unless such declaration of
acceleration, or rescission and annulment, as the case may be, shall have become
effective by virtue of the requisite percentage having joined in such notice
prior to the day which is the ninetieth day after such





                                      -41-
<PAGE>

record date, such notice of declaration of acceleration, or rescission and
annulment, as the case may be, shall automatically and without further action by
any Holder be cancelled and of no further effect. Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, of Securities of any series from
giving, (i) after expiration of such 90-day period, a new written notice of
declaration of acceleration, or rescission and annulment thereof, as the case
may be, that is identical to a written notice which has been cancelled pursuant
to the proviso to the preceding sentence or (ii) during any such 90-day period
an additional written notice of declaration of acceleration with respect to any
other Event of Default with respect to Securities of such series, or an
additional written notice of rescission or annulment of any declaration of
acceleration with respect to any other Event of Default with respect to
Securities of such series, in either of which events a new record date shall be
established pursuant to the provisions of this Section 502.

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

              The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and 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 Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses,




                                      -42-
<PAGE>

disbursements and advances of the Trustee, its agents and counsel.

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

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

Section 504.      Trustee May File Proofs of Claim.

              In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

              (i) to file and prove a claim for the whole amount of principal
       (and premium, if any) and interest owing and unpaid in respect of the
       Securities and to file such other papers or documents as may be necessary
       or advisable in





                                      -43-
<PAGE>

       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 of the Holders allowed in such
       judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

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

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



                                      -44-
<PAGE>

Section 506.      Application of Money Collected.

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

              FIRST: To the payment of all amounts due the Trustee under Section
       607, including the reasonable fees and expenses of its counsel; and

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

Section 507.      Limitation on Suits.

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

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

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

              (3) such Holder or Holders have offered to the Trustee reasonable
       indemnity against the




                                      -45-
<PAGE>

       costs, expenses and liabilities to be incurred in compliance with such
       request;

              (4) the Trustee for 90 days after its receipt of such notice,
       request and offer of indemnity has failed to institute any such
       proceeding; and

              (5) no direction inconsistent with such written request has been
       given to the Trustee during such 90-day period by the Holders of a
       majority in principal amount of the Outstanding Securities of that
       series;

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

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

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

Section 509.      Restoration of Rights and Remedies.

              If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the





                                      -46-
<PAGE>

Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

Section 510.      Rights and Remedies Cumulative.

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

Section 511.      Delay or Omission Not Waiver.

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

Section 512.      Control by Holders.

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

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


                                      -47-
<PAGE>

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

              Upon receipt by the Trustee of any written notice directing the
time, method or place of conducting any such proceeding or exercising any such
trust or power, with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, however, that unless the Holders of a majority in principal amount of
the Outstanding Securities of such series shall have joined in such notice prior
to the day which is the ninetieth day after such record date, such notice shall
automatically and without further action by any Holder be cancelled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, (i) after expiration of such 90-day period, a new notice
identical to a notice which has been cancelled pursuant to the proviso to the
preceding sentence or (ii) during any such 90-day period, a new direction
contrary to or different from such direction, in either of which events a new
record date shall be established pursuant to the provisions of this Section 512.

Section 513.      Waiver of Past Defaults.

              Subject to Section 502, the Holders of a majority in principal
amount of the Outstanding Securities of any series may, by notice to the
Trustee, waive an existing or past default with respect to the Securities of
such series and its consequences, except a default

              (1) in the payment of principal of (or premium, if any) or
       interest on any Security of such series, or in the deposit of any sinking
       fund payment when and as due,

              (2) in respect of a covenant or provision hereof which under
       Article Nine cannot be





                                      -48-
<PAGE>

       modified or amended without the consent of the Holder of each Outstanding
       Security of such series affected, or

              (3) in respect of an existing or past default described in clause
       (4), (5) or (6) of Section 501, which may be waived by the Holders of a
       majority in principal amount of all Outstanding Securities voting
       together as a single class.

              The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to waive any past default
hereunder. 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 waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, however, that unless such majority in principal amount shall
have waived such default prior to the date which is the ninetieth day after such
record date, any such waiver previously given shall automatically and without
further action by any Holder be cancelled and of no further effect.

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

Section 514.      Undertaking for Costs.

              All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party





                                      -49-
<PAGE>

litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

Section 515.      Waiver of Stay or Extension Laws.

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

                                  ARTICLE SIX

                                  The Trustee

Section 601.      Certain Duties and Responsibilities.

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

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

              (2) in the absence of bad faith on its part, the Trustee may
       conclusively rely, as to the truth of the statements and the correctness



                                      -50-
<PAGE>

       of the opinions expressed therein, upon certificates or opinions
       furnished to the Trustee and conforming to the requirements of this
       Indenture; but in the case of any such certificates or opinions which by
       any provision hereof are specifically required to be furnished to the
       Trustee, the Trustee shall be under a duty to examine the same to
       determine whether or not they conform to the requirements of this
       Indenture.

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

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

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

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

              (3) the Trustee shall not be liable with respect to any action
       taken or omitted to be taken by it in good faith in accordance with the
       direction of the Holders of a majority in principal amount of the
       outstanding Securities of any series, determined as provided in Section
       512, relating to the time, method and place of conducting any proceeding
       for any remedy available to the Trustee, or exercising any trust or power
       conferred upon the Trustee, under this Indenture with respect to the
       Securities of such series; and



                                      -51-
<PAGE>
              (4) no provision of this Indenture shall require the Trustee to
       expend or risk its own funds or otherwise incur any financial liability
       in the performance of any of its duties hereunder, or in the exercise of
       any of its rights or powers, if it shall have reasonable grounds for
       believing that repayment of such funds or adequate indemnity against such
       risk or liability is not reasonably assured to it.

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

Section 602.      Notice of Defaults.

              Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and provided, further, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

Section 603.      Certain Rights of Trustee.

              Subject to the provisions of Section 601:





                                      -52-
<PAGE>

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

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

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

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

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

              (f) the Trustee shall not be bound to make any investigation into
       the facts or matters stated in any resolution, certificate, statement,



                                      -53-
<PAGE>

       instrument, opinion, report, notice, request, direction, consent, order,
       bond, debenture, note, other evidence of indebtedness or other paper or
       document, but the Trustee, in its discretion, may make such further
       inquiry or investigation into such facts or matters as it may see fit,
       and, if the Trustee shall determine to make such further inquiry or
       investigation, it shall be entitled to examine the books, records and
       premises of the Company, personally or by agent or attorney;


              (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 liable for any action taken,
       suffered, or omitted to be taken by it in good faith and reasonably
       believed by it to be authorized or within the discretion or rights or
       powers conferred upon it by this Indenture; and


              (i) the Trustee shall not be charged with knowledge of any default
       or Event of Default with respect to the Securities unless either (1) a
       Responsible Officer shall have actual knowledge of such default or Event
       of Default or (2) written notice of such default or Event of Default
       shall have been given to the Trustee by the Company or by any Holder of
       the Securities.

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

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

Section 605.      May Hold Securities.

              The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the





                                      -54-
<PAGE>

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

Section 606.      Money Held in Trust.

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

Section 607.      Compensation and Reimbursement.

              The Company agrees

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

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

              (3) to indemnify the Trustee for, and to hold it harmless against,
       any loss, liability or expense incurred without negligence or bad faith
       on its part, arising out of or in connection with the acceptance or
       administration of the trust or trusts hereunder (including the reasonable
       compensation and the expenses and disbursements of its counsel),
       including the costs and expenses of defending itself against any claim or
       liability in connection with the exercise or




                                      -55-
<PAGE>

       performance of any of its powers or duties hereunder.

              When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(5) and 501(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency,
reorganization, or other similar law.

              To secure the Company's payment obligations in this Section 607,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, in its capacity as Trustee, except money or
property held in trust to pay principal of, premium, if any, and interest on
particular Securities.

              The provisions of this Section 607 shall survive the resignation
or removal of the Trustee and the termination of this Indenture.

Section 608.      Disqualification; Conflicting Interests.

              The Trustee for the Securities of any series issued hereunder
shall be subject to the provisions of Section 310(b) of the Trust Indenture Act
during the period of time provided for therein. In determining whether the
Trustee has a conflicting interest as defined in Section 310(b) of the Trust
Indenture Act with respect to the Securities of any series, there shall be
excluded this Indenture with respect to Securities of any particular series of
Securities other than that series.

              Nothing herein shall prevent the Trustee from filing with the
Securities and Exchange Commission the application referred to in the second to
last paragraph of section 310(b) of the Trust Indenture Act.

Section 609.      Corporate Trustee Required; Eligibility.

              There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such



                                      -56-
<PAGE>

laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

Section 610.      Resignation and Removal;
                  Appointment of Successor.

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

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

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

              (d) If at any time:

              (1) the Trustee shall fail to comply with Section 608(a) after
       written request therefor by the Company or by any Holder who has been a
       bona




                                      -57-
<PAGE>

       fide Holder of a Security for at least six months, or

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

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

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

              (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any Series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect





                                      -58-
<PAGE>

to the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any Series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security 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 Securities of such series.

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

Section 611.      Acceptance of Appointment by Successor.

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

              (b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the




                                      -59-
<PAGE>

Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co- trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

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





                                      -60-
<PAGE>

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

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

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

Section 613.      Preferential Collection of Claims Against Company.

              The Trustee shall comply with Section 311(a) of the Trust
Indenture Act with respect to each series of Securities for which it is Trustee.

Section 614.      Appointment of Authenticating Agent.

              At any time when any of the Securities remain Outstanding the
Company may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the



                                      -61-
<PAGE>

authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

              An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Company may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Trustee. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Company may appoint a





                                      -62-
<PAGE>

successor Authenticating Agent and shall mail written notice of such appointment
by first-class mail, postage prepaid, to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

              The Company agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section.

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

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

                                                     JPMORGAN CHASE BANK,
                                                     as Trustee

                                                     By_______________________
                                                       As Authenticating Agent


                                                     By_______________________
                                                         Authorized Officer







                                      -63-
<PAGE>

                                 ARTICLE SEVEN

              Holders' Lists and Reports by Trustee and Company

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

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

              (a) semi-annually, not later than June 30 and December 31 in each
       year, a list, in such form as the Trustee may reasonably require, of the
       names and addresses of the Holders as of the preceding June 15 or
       December 15, as the case may be, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar; provided that the Company shall not be obligated
to provide such a list of Holders at any time that such list would not differ
from the last such list provided by the Company to the Trustee under this
Section 701.

Section 702.      Preservation of Information; Communications to Holders.

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

              (b) If three or more Holders (herein referred to as "applicants")
apply in writing to the Trustee, and furnish the Trustee reasonable proof that
each such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with the other Holders with respect to their




                                      -64-
<PAGE>

rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five business days after the receipt of
such application, at its election, either

              (i) afford such applicants access to the information preserved at
       the time by the Trustee in accordance with Section 702(a), or

              (ii) inform such applicants as to the approximate number of
       Holders whose names and addresses appear in the information preserved at
       the time by the Trustee in accordance with Section 702(a), and as to the
       approximate cost of mailing to such Holders the form of proxy or other
       communication, if any, specified in such application.

              If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 702(a) a copy of
the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the



                                      -65-
<PAGE>

entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

              (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

Section 703.      Reports by Trustee.

              (a) Within 60 days of each May 15, the Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act in the manner provided
pursuant thereto.






                                      -66-
<PAGE>

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

Section 704.      Reports by Company.

              The Company shall:

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

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

              (3) transmit by mail to all Holders, as their names and addresses
       appear in the Security Register, within 30 days after the filing thereof



                                      -67-
<PAGE>

       with the Trustee, such summaries of any information, documents and
       reports required to be filed by the Company pursuant to paragraphs (1)
       and (2) of this Section as may be required by rules and regulations
       prescribed from time to time by the Commission.

                                 ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

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

              The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

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

              (2) immediately after giving effect to such transaction and
       treating any indebtedness which becomes an obligation of the Company or a



                                      -68-
<PAGE>

       Subsidiary as a result of such transaction as having been incurred by the
       Company or such Subsidiary at the time of such transaction, no Event of
       Default, and no event which, after notice or lapse of time or both, would
       become an Event of Default, shall have happened and be continuing;

              (3) if, as a result of any such consolidation or merger or such
       conveyance, transfer or lease, properties or assets of the Company would
       become subject to a mortgage, pledge, lien, security interest or other
       encumbrance which would not be permitted by this Indenture, the Company
       or such successor corporation or Person, as the case may be, shall take
       such steps as shall be necessary effectively to secure the Securities
       equally and ratably with (or prior to) all indebtedness secured thereby;
       and

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

Section 802.      Successor Person Substituted.

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





                                      -69-
<PAGE>

obligations and covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             Supplemental Indentures

Section 901.      Supplemental Indentures Without Consent of Holders.

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

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

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

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

              (4) to add to or change any of the provisions of this Indenture to
       such extent as shall be necessary to permit or facilitate the issuance of
       Securities in bearer form, registerable or not registerable as to
       principal, and with or without interest coupons, or to permit or facility
       the issuance of Securities in uncertificated form; or

              (5) to change or eliminate any of the provisions of this
       Indenture, provided that any such change or elimination shall become
       effective only when there is no Security Outstanding of any




                                      -70-
<PAGE>
       series created prior to the execution of such supplemental indenture
       which is entitled to the benefit of such provision; or

              (6) to secure the Securities pursuant to the requirements of
       Section 1005 or otherwise; or

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

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

              (9) to add to or change any of the provisions of this Indenture
       with respect to any Securities that by their terms may be converted into
       securities or other property other than Securities of the same series and
       of like tenor, in order to permit or facilitate the issuance, payment or
       conversion of such Securities; or

              (10) to qualify or maintain qualification of this Indenture under
       the Trust Indenture Act; or

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

Section 902.      Supplemental Indentures with Consent of Holders.

              With the consent of the Holders of a majority in principal amount
of the Outstanding Securities affected by such supplemental indenture voting
together as a single class, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board




                                      -71-
<PAGE>

Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

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

              (2) reduce the percentage in principal amount of the Outstanding
       Securities of any series, the consent of whose Holders is required for
       any such supplemental indenture, or the consent of whose Holders is
       required for any waiver (of compliance with certain provisions of this
       Indenture or certain defaults hereunder and their consequences) provided
       for in this Indenture, or

              (3) modify any of the provisions of this Section, Section 513 or
       Section 1007, except to increase any such percentage or to provide that
       certain other provisions of this Indenture cannot be modified or waived
       without the consent of the Holder of each Outstanding Security affected
       thereby, provided, however, that this clause shall not be deemed to
       require the consent of any Holder with respect to changes in the
       references





                                      -72-
<PAGE>

       to "the Trustee" and concomitant changes in this Section and Section
       1007, or the deletion of this proviso, in accordance with the
       requirements of Sections 611(b) and 901(8).

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

              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, however, that unless such consent
shall have become effective by virtue of the requisite percentage having been
obtained prior to the date which is the ninetieth day after such record date,
any such consent previously given shall, automatically and without further
action by any Holder, be cancelled and of no further effect.

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

Section 903.      Execution of Supplemental Indentures.

              In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, in
addition to the documents required by Section 102, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental





                                      -73-
<PAGE>

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

Section 904.      Effect of Supplemental Indentures.

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

Section 905.      Conformity with Trust Indenture Act.

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

Section 906.      Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                    Covenants

Section 1001.     Payment of Principal, Premium and Interest.

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


                                      -74-
<PAGE>

Section 1002.     Maintenance of Office or Agency.

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

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

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

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



                                      -75-
<PAGE>

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

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

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

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

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

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



                                      -76-
<PAGE>

              Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest on any Security of any series and remaining unclaimed for
one year after such principal (and premium, if any) or interest has become due
and payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease.

Section 1004.     Corporate Existence.

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

Section 1005.     Limitation on Liens.

              The Company will not, and will not permit any Designated
Subsidiary to, directly or indirectly, create, issue, assume, incur or guarantee
any indebtedness for money borrowed which is secured by a mortgage, pledge,
lien, security interest or other encumbrance of any nature





                                      -77-
<PAGE>

on any of the Voting Stock of a Designated Subsidiary unless the Outstanding
Securities (together with such other indebtedness of the Company or such
Designated Subsidiary then existing or thereafter created which is not
subordinate to the Outstanding Securities as the Company may elect) shall be
secured equally and ratably with (or prior to) such secured indebtedness for
money borrowed so long as such secured indebtedness for money borrowed shall be
so secured. This Section shall not prevent the sale or other disposition of a
Designated Subsidiary.

              For purposes of this Section, "Voting Stock" means all classes of
stock (including any and all shares, interests, participations or other
equivalents (however designated) of corporate stock) then outstanding of a
Designated Subsidiary normally entitled to vote in elections of directors. For
purposes of this Section, "Designated Subsidiary" means St. Paul Fire and Marine
Insurance Company and any other Subsidiary the assets of which, determined as of
the last day of the most recent calendar quarter ended at least 30 days prior to
the date of such determination and in accordance with generally accepted
accounting principles as in effect on the last day of such calendar quarter,
exceed 20% of the Consolidated Assets of the Company. For purposes of this
Section, "Consolidated Assets of the Company" means the assets of the Company
and its consolidated subsidiaries, to be determined as of the last day of the
most recent calendar quarter ended at least 30 days prior to the date of such
determination and in accordance with generally accepted accounting principles as
in effect on the last day of such calendar quarter.

Section 1006.     Statement by Officers as to Default.

              The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of Sections 1001 to 1006, inclusive,
and if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge.





                                      -78-
<PAGE>

Section 1007.     Waiver of Certain Covenants.

              The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1002 to 1005, inclusive, if
before the time for such compliance the Holders of a majority in principal
amount of the Outstanding Securities shall, by Act of such Holders, waive
compliance in such instance with such term, provision or condition. In the event
that there shall be included in this Indenture any covenant, other than a
covenant to pay principal, premium (if any) and interest, solely for the benefit
of one or more, but less than all, series of Securities, then, unless otherwise
expressly provided with respect to such covenant, the Company may similarly omit
in any particular instance to comply with any term, provision or condition of
such covenant if before the time of such compliance the holders of a majority in
principal amount of all Outstanding Securities entitled to the benefit of such
covenant, by Act of such Holders, acting together as a single class, waive
compliance in such instance with such term, provision or condition. No such
waiver contemplated by this Section 1007 shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

              The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to waive any such term,
provision or condition. 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 waive any such term, provision or condition hereunder, whether or not such
Holders remain Holders after such record date; provided, however, that unless
the Holders of at least a majority in principal amount of (i) the Outstanding
Securities or (ii) the Outstanding Securities of such series, as the case may
be, shall have waived such term, provision or condition prior to the date which
is 90 days after such record date, any such waiver previously given shall
automatically and without further action by any Holder be cancelled and of no
further effect.






                                      -79-
<PAGE>

                                 ARTICLE ELEVEN

                            Redemption of Securities

Section 1101.     Applicability of Article.

              Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

Section 1102.     Election to Redeem; Notice to Trustee.

              The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

Section 1103.     Selection by Trustee of Securities to Be Redeemed.

              If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.






                                      -80-
<PAGE>

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

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

Section 1104.     Notice of Redemption.

              Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

              All notices of redemption shall state:

              (1) the Redemption Date,

              (2) the Redemption Price,

              (3) if less than all the outstanding Securities of any series are
       to be redeemed, the identification (and, in the case of partial
       redemption, the principal amounts) of the particular Securities to be
       redeemed,

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

              (5) the place or places where such Securities are to be
       surrendered for payment of the Redemption Price, and

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

              Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the





                                      -81-
<PAGE>

Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.

Section 1105.     Deposit of Redemption Price.

              On or prior to any 10:00 a.m., New York City time, on Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

Section 1106.     Securities Payable on Redemption Date.

              Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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

Section 1107.     Securities Redeemed in Part.

              Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement





                                      -82-
<PAGE>

by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.

                                 ARTICLE TWELVE

                                  Sinking Funds

Section 1201.     Applicability of Article.

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

              The minimum amount of any sinking fund payment provided for by the
terms of Securities 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 Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

Section 1202.     Satisfaction of Sinking Fund Payments with Securities.

              The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each




                                      -83-
<PAGE>

case in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 1203.     Redemption of Securities for Sinking Fund.

              Not less than 90 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
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 Securities of that series
pursuant to Section 1202 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 60 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       Defeasance and Covenant Defeasance

Section 1301.     Applicability of Article; Company's Option to Effect
                  Defeasance or Covenant Defeasance.

              If pursuant to Section 301 provision is made for either or both of
(a) defeasance of the Securities of a series under Section 1302 or (b) covenant
defeasance of the Securities of a series under Section 1303, then the provisions
of such Section or Sections, as the case may be, together with the other
provisions of this Article




                                      -84-
<PAGE>

Thirteen, shall be applicable to the Securities of such series, and the Company
may at its option by Board Resolution, at any time, with respect to the
Securities of such series, elect to have either Section 1302 (if applicable) or
Section 1303 (if applicable) be applied to the Outstanding Securities of such
series upon compliance with the conditions set forth below in this Article
Thirteen.

Section 1302.     Defeasance and Discharge.

              Upon the Company's exercise of the above option applicable to this
Section, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series on and
after the date the conditions precedent set forth below are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Securities of such series to
receive, solely from the trust fund described in Section 1304 as more fully set
forth in such Section, payments of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003 and such obligations as shall be ancillary thereto, (C) the rights,
powers, trusts, duties, immunities and other provisions in respect of the
Trustee hereunder and (D) this Article Thirteen. Subject to compliance with this
Article Thirteen, the Company may exercise its option under this Section 1302
notwithstanding the prior exercise of its option under Section 1303 with respect
to the Securities of such series. Following a defeasance, payment of the
Securities of such series may not be accelerated because of an Event of Default.




                                      -85-
<PAGE>

Section 1303.     Covenant Defeasance.

              Upon the Company's exercise of the above option applicable to this
Section, the Company shall be released from its obligations under (i) Section
1005, (ii) the occurrence of an event specified in Section 501(4) (with respect
to Section 1005) shall not be deemed an Event of Default and (iii) any other
section, clause or provision applicable to such Securities that are determined
pursuant to Section 301 to be subject to this provision with respect to the
Outstanding Securities of such series on and after the date the conditions
precedent set forth below are satisfied (hereinafter, "covenant defeasance").
For this purpose, such covenant defeasance means that, with respect to the
Outstanding Securities of such series, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such Section or Clause whether directly or indirectly by reason of
any reference elsewhere herein to any such Section or Clause or by reason of any
reference in any such Section or Clause to any other provision herein or in any
other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby. Following a covenant defeasance, payment of the Securities
of such series may not be accelerated because of or by reference to the Sections
specified above in this Section 1303.

Section 1304.     Conditions to Defeasance or Covenant Defeasance.

              The following shall be the conditions precedent to application of
either Section 1302 or Section 1303 to the Outstanding Securities of such
series:

              (1) the Company shall irrevocably have deposited or caused to be
       deposited with the Trustee (or another trustee satisfying the
       requirements of Section 609 who shall agree to comply with the provisions
       of this Article Thirteen applicable to it) as trust funds in trust for
       the purpose of making the following payments, specifically pledged as
       security for, and dedicated solely to, the benefit of the Holders of such
       Securities, (A) money in an amount, or (B) U.S. Government Obligations
       which through the scheduled payment of principal and





                                      -86-
<PAGE>

       interest in respect thereof in accordance with their terms will provide,
       not later than one day before the due date of any payment, money in an
       amount, or (C) a combination thereof, sufficient, without reinvestment,
       in the opinion of a nationally recognized firm of independent public
       accountants expressed in a written certification thereof delivered to the
       Trustee, to pay and discharge, and which shall be applied by the Trustee
       (or other qualifying trustee) to pay and discharge, (i) the principal of
       (and premium, if any) and interest on the Outstanding Securities of such
       series to maturity or redemption, as the case may be, and (ii) any
       mandatory sinking fund payments or analogous payments applicable to the
       Outstanding Securities of such series on the due dates thereof. Before
       such a deposit the Company may make arrangements satisfactory to the
       Trustee for the redemption of Securities at a future date or dates in
       accordance with Article Eleven, which shall be given effect in applying
       the foregoing. For this purpose, "U.S. Government Obligations" means
       securities that are (x) direct obligations of the United States of
       America for the payment of which its full faith and credit is pledged or
       (y) obligations of a Person controlled or supervised by and acting as an
       agency or instrumentality of the United States of America the payment of
       which is unconditionally guaranteed as a full faith and credit obligation
       by the United States of America, which, in either case, are not callable
       or redeemable at the option of the issuer thereof, and shall also include
       a depository receipt issued by a bank (as defined in Section 3(a)(2) of
       the Securities Act of 1933, as amended) as custodian with respect to any
       such U.S. Government Obligation or a specific payment of principal of or
       interest on any such U.S. Government Obligation held by such custodian
       for the account of the holder of such depository receipt, provided that
       (except as required by law) such custodian is not authorized to make any
       deduction from the amount payable to the holder of such depository
       receipt from any amount received by the custodian in respect of the U.S.



                                      -87-
<PAGE>

       Government Obligation or the specific payment of principal of or interest
       on the U.S. Government Obligation evidenced by such depository receipt.

              (2) No Event of Default or event which with notice or lapse of
       time or both would become an Event of Default with respect to the
       Securities of such series shall have occurred and be continuing (A) on
       the date of such deposit or (B) insofar as subsections 501(5) and (6) are
       concerned, at any time during the period ending on the 121st day after
       the date of such deposit or, if longer, ending on the day following the
       expiration of the longest preference period applicable to the Company in
       respect of such deposit (it being understood that the condition in this
       clause (B) is a condition subsequent and shall not be deemed satisfied
       until the expiration of such period).

              (3) Such defeasance or covenant defeasance shall not (A) cause the
       Trustee for the Securities of such series to have a conflicting interest
       as defined in Section 608 or for purposes of the Trust Indenture Act with
       respect to any securities of the Company or (B) result in the trust
       arising from such deposit to constitute, unless it is qualified as, a
       regulated investment company under the Investment Company Act of 1940, as
       amended.

              (4) Such defeasance or covenant defeasance shall not result in a
       breach or violation of, or constitute a default under, this Indenture or
       any other agreement or instrument to which the Company is a party or by
       which it is bound.

              (5) In the case of an election under Section 1302, the Company
       shall have delivered to the Trustee an Opinion of Counsel stating that
       (x) the Company has received from, or there has been published by, the
       Internal Revenue Service a ruling, or (y) since the date of this
       Indenture there has been a change in the applicable Federal income tax
       law, in either case to the effect that, and based thereon such opinion
       shall




                                      -88-
<PAGE>

       confirm that, the Holders of the Outstanding Securities of such series
       will not recognize income, gain or loss for Federal income tax purposes
       as a result of such defeasance and will be subject to Federal income tax
       on the same amounts, in the same manner and at the same time as would
       have been the case if such defeasance had not occurred.

              (6) In the case of an election under Section 1303, the Company
       shall have delivered to the Trustee an Opinion of Counsel to the effect
       that the Holders of the Outstanding Securities of such series will not
       recognize income, gain or loss for Federal income tax purposes as a
       result of such covenant defeasance and will be subject to Federal income
       tax on the same amounts, in the same manner and at the same times as
       would have been the case if such covenant defeasance had not occurred.

              (7) Such defeasance or covenant defeasance shall be effected in
       compliance with any additional terms, conditions or limitations which may
       be imposed on the Company in connection therewith pursuant to Section
       301.

              (8) The Company shall have delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that all conditions
       precedent provided for relating to either the defeasance under Section
       1302 or the covenant defeasance under Section 1303 (as the case may be)
       have been complied with.

Section 1305.     Deposited Money and U.S. Government Obligations to be Held
                  in Trust; Other Miscellaneous Provisions.

              Subject to the provisions of the last paragraph of Section 1003,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee -- collectively, for
purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
respect of the Outstanding Securities of such series shall be held in trust and
applied by the Trustee,





                                      -89-
<PAGE>

in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (but not including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in respect
of principal (and premium, if any) 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 money or U.S. Government
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof.

              Anything herein to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 1304 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

Section 1306.     Reinstatement.

              If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1302 or 1303 by reason of any order or judgment or any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under the Securities of such
series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Thirteen until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 1302 or 1303;
provided, however, that if the Company makes any payment of principal of (and
premium, if any) any such Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
the Paying Agent.





                                      -90-
<PAGE>

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



                                      -91-
<PAGE>


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

                                      THE ST. PAUL COMPANIES, INC.
                                      By
                                      -------------------------------
                                      Name:
                                      Title: Senior Vice President


                                      JPMORGAN CHASE BANK
                                      By
                                      -------------------------------
                                      Name:
                                      Title:




                                      -92-
<PAGE>


STATE OF MINNESOTA         )
                           )       ss.:
COUNTY OF RAMSEY           )



       On the __th day of _______, 200[ ], before me personally came [       ],
to me known, who, being by me duly sworn, did depose and say that he is a
[Senior Vice President] of The St. Paul Companies, 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.

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



                                      -93-
<PAGE>

STATE OF NEW YORK          )
                           )       ss.:
COUNTY OF NEW YORK         )



       On the __th day of _______, 200[ ], before me personally came [       ],
to me known, who, being by me duly sworn, did depose and say that he is a [Vice
President] of JPMorgan Chase Bank, one of the corporations described in and
which executed the foregoing instrument; that she 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 she signed her name thereto by like authority.

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



                                      -94-