Indenture - HealthSouth Rehabilitation Corp. and PNC Bank, Kentucky, Inc.


                     HEALTHSOUTH Rehabilitation Corporation

                                       TO

                            PNC Bank, Kentucky, Inc.
                              --------------------

                                    Trustee





                                   Indenture

                           Dated as of March 24, 1994




                                  $115,000,000




                5% Convertible Subordinated Debentures due 2001










         Certain Sections of this Indenture relating to
                 Sections 310 through 318 of the
                          Trust Indenture Act of 1939:


Trust Indenture                                 Indenture
  Act Section                                    Section

Section 310(a)(1)     . . . . . . . . . . . . . . .    609
           (a)(2)     . . . . . . . . . . . . . . .    609
           (a)(3)     . . . . . . . . . . . . . . .    Not Applicable
           (a)(4)     . . . . . . . . . . . . . . .    Not Applicable
           (a)(5)     . . . . . . . . . . . . . . .    609
           (b)        . . . . . . . . . . . . . . .    608; 610
           (c)        . . . . . . . . . . . . . . .    Not Applicable
Section 311(a)        . . . . . . . . . . . . . . .    613
           (b)        . . . . . . . . . . . . . . .    613
           (c)        . . . . . . . . . . . . . . .    Not Applicable
Section 312(a)        . . . . . . . . . . . . . . .    701; 702(a)
           (b)        . . . . . . . . . . . . . . .    702(b)
           (c)        . . . . . . . . . . . . . . .    702(c)
Section 313(a)        . . . . . . . . . . . . . . .    703(a)
           (b)        . . . . . . . . . . . . . . .    703(a)
           (c)        . . . . . . . . . . . . . . .    703(a)
           (d)        . . . . . . . . . . . . . . .    703(b)
        314(a)        . . . . . . . . . . . . . . .    704
           (a)(4)     . . . . . . . . . . . . . . .    101; 1004
           (b)        . . . . . . . . . . . . . . .    Not Applicable
           (c)(1)     . . . . . . . . . . . . . . .    102
           (c)(2)     . . . . . . . . . . . . . . .    102
           (c)(3)     . . . . . . . . . . . . . . .    Not Applicable
           (d)        . . . . . . . . . . . . . . .    Not Applicable
           (e)        . . . . . . . . . . . . . . .    102
Section 315(a)        . . . . . . . . . . . . . . .    601
           (b)        . . . . . . . . . . . . . . .    602
           (c)        . . . . . . . . . . . . . . .    601
           (d)        . . . . . . . . . . . . . . .    601
           (e)        . . . . . . . . . . . . . . .    514
Section 316(a)(last sentence) . . . . . . . . . . .    101
           (a)(1)(A). . . . . . . . . . . . . . . .    502; 512
           (a)(1)(B). . . . . . . . . . . . . . . .    513
           (a)(2)     . . . . . . . . . . . . . . .    Not Applicable
           (b)        . . . . . . . . . . . . . . .    508
           (c)        . . . . . . . . . . . . . . .    104(c)
Section 317(a)(l)     . . . . . . . . . . . . . . .    505
           (a)(2)     . . . . . . . . . . . . . . .    504
           (b)        . . . . . . . . . . . . . . .    1003
Section 318(a)        . . . . . . . . . . . . . . .    107


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




                               TABLE OF CONTENTS

                                                                            Page

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
          "Bank Debt" . . . . . . . . . . . . . . . . . . . .  2
          "Board of Directors". . . . . . . . . . . . . . . .  2
          "Board Resolution". . . . . . . . . . . . . . . . .  2
          "Business Day". . . . . . . . . . . . . . . . . . .  2
          "Capital Stock" . . . . . . . . . . . . . . . . . .  3
          "Change of Control" . . . . . . . . . . . . . . . .  3
          "Closing Price" . . . . . . . . . . . . . . . . . .  3
          "Commission". . . . . . . . . . . . . . . . . . . .  3
          "Common Equity" . . . . . . . . . . . . . . . . . .  3
          "Common Stock". . . . . . . . . . . . . . . . . . .  3
          "Company" . . . . . . . . . . . . . . . . . . . . .  3
          "Company Request" or "Company Order". . . . . . . .  4
          "Corporate Trust Office". . . . . . . . . . . . . .  4
          "Corporation" . . . . . . . . . . . . . . . . . . .  4
          "Credit Agreements" . . . . . . . . . . . . . . . .  4
          "Current Market Price". . . . . . . . . . . . . . .  4
          "Defaulted Interest". . . . . . . . . . . . . . . .  4
          "Designated Senior Indebtedness". . . . . . . . . .  4
          "Event of Default". . . . . . . . . . . . . . . . .  4
          "Exchange Act". . . . . . . . . . . . . . . . . . .  4
          "Holder". . . . . . . . . . . . . . . . . . . . . .  4
          "Indenture" . . . . . . . . . . . . . . . . . . . .  5
          "Interest Payment Date" . . . . . . . . . . . . . .  5
          "Maturity". . . . . . . . . . . . . . . . . . . . .  5
          "NASDAQ" and "NASDAQ/NMS" . . . . . . . . . . . . .  5
          "Officers' Certificate" . . . . . . . . . . . . . .  5
          "Opinion of Counsel". . . . . . . . . . . . . . . .  5
          "Outstanding" . . . . . . . . . . . . . . . . . . .  5
          "Paying Agent". . . . . . . . . . . . . . . . . . .  6
          "Person". . . . . . . . . . . . . . . . . . . . . .  6
          "Predecessor Security". . . . . . . . . . . . . . .  6
          "Proceeding". . . . . . . . . . . . . . . . . . . .  6
          "Redemption Date" . . . . . . . . . . . . . . . . .  6
          "Redemption Price". . . . . . . . . . . . . . . . .  6
          "Regular Record Date" . . . . . . . . . . . . . . .  7
          "Repurchase Date" . . . . . . . . . . . . . . . . .  7
          "Repurchase Event". . . . . . . . . . . . . . . . .  7
          "Repurchase Price". . . . . . . . . . . . . . . . .  7
          "Securities Payment". . . . . . . . . . . . . . . .  7
          "Security Register" and "Security Registrar". . . .  7
          "Senior Indebtedness" . . . . . . . . . . . . . . .  7
          "Significant Subsidiary". . . . . . . . . . . . . .  7
          "Special Record Date" . . . . . . . . . . . . . . .  7
          "Stated Maturity" . . . . . . . . . . . . . . . . .  7
          "Subordinated Obligations". . . . . . . . . . . . .  7
          "Subsidiary". . . . . . . . . . . . . . . . . . . .  8
          "Trading Day" . . . . . . . . . . . . . . . . . . .  8
          "Trustee" . . . . . . . . . . . . . . . . . . . . .  8
          "Trust Indenture Act" . . . . . . . . . . . . . . .  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; Record Dates . . . . . . 10

     SECTION 105.   Notices, Etc., to Trustee and Company . . 11

     SECTION 106.   Notice to Holders; Waiver . . . . . . . . 11

     SECTION 107.   Conflict with Trust Indenture Act . . . . 12

     SECTION 108.   Effect of Headings and Table of
                    Contents. . . . . . . . . . . . . . . . . 12

     SECTION 109.   Successors and Assigns. . . . . . . . . . 12

     SECTION 110.   Separability Clause . . . . . . . . . . . 12

     SECTION 111.   Benefits of Indenture . . . . . . . . . . 12

     SECTION 112.   Governing Law . . . . . . . . . . . . . . 12

     SECTION 113.   Legal Holidays. . . . . . . . . . . . . . 13

                                  ARTICLE TWO

                                 Security Forms

     SECTION 201.   Forms Generally . . . . . . . . . . . . . 13

     SECTION 202.   Form of Face of Security. . . . . . . . . 14

     SECTION 203.   Form of Reverse of Security . . . . . . . 15

     SECTION 204.   Form of Trustee's Certificate of
                    Authentication. . . . . . . . . . . . . . 20

     SECTION 205.   Form of Conversion Notice . . . . . . . . 20

                                 ARTICLE THREE

                                 The Securities

     SECTION 301.   Title and Terms . . . . . . . . . . . . . 21

     SECTION 302.   Denominations . . . . . . . . . . . . . . 22

     SECTION 303.   Execution, Authentication, Delivery and
                    Dating. . . . . . . . . . . . . . . . . . 22

     SECTION 304.   Temporary Securities. . . . . . . . . . . 22

     SECTION 305.   Registration, Registration of Transfer
                    and Exchange. . . . . . . . . . . . . . . 23

     SECTION 306.   Mutilated, Destroyed, Lost and Stolen
                    Securities. . . . . . . . . . . . . . . . 24

     SECTION 307.   Payment of Interest; Interest Rights
                    Preserved . . . . . . . . . . . . . . . . 25

     SECTION 308.   Persons Deemed Owners . . . . . . . . . . 27

     SECTION 309.   Cancellation. . . . . . . . . . . . . . . 27

     SECTION 310.   Computation of Interest . . . . . . . . . 27

                                  ARTICLE FOUR

                           Satisfaction and Discharge

     SECTION 401.   Satisfaction and Discharge of
                    Indenture . . . . . . . . . . . . . . . . 28

     SECTION 402.   Application of Trust Money. . . . . . . . 29

                                  ARTICLE FIVE

                                    Remedies

     SECTION 501.   Events of Default . . . . . . . . . . . . 29

     SECTION 502.   Acceleration of Maturity; Rescission
                    and Annulment.. . . . . . . . . . . . . . 32

     SECTION 503.   Collection of Indebtedness and Suits
                    for Enforcement by Trustee. . . . . . . . 33

     SECTION 504.   Trustee May File Proofs of Claim. . . . . 33

     SECTION 505.   Trustee May Enforce Claims Without
                    Possession of Securities. . . . . . . . . 34

     SECTION 506.   Application of Money Collected. . . . . . 34

     SECTION 507.   Limitation on Suits . . . . . . . . . . . 35

     SECTION 508.   Unconditional Right of Holders to
                    Receive Principal, Premium and Interest
                    and to Convert. . . . . . . . . . . . . . 35

     SECTION 509.   Restoration of Rights and Remedies. . . . 36

     SECTION 510.   Rights and Remedies Cumulative. . . . . . 36

     SECTION 511.   Delay or Omission Not Waiver. . . . . . . 36

     SECTION 512.   Control by Holders. . . . . . . . . . . . 37

     SECTION 513.   Waiver of Past Defaults . . . . . . . . . 37

     SECTION 514.   Undertaking for Costs . . . . . . . . . . 37

     SECTION 515.   Waiver of Stay or Extension Laws. . . . . 38

                                  ARTICLE SIX

                                  The Trustee

     SECTION 601.   Certain Duties and Responsibilities . . . 38

     SECTION 602.   Notice of Defaults. . . . . . . . . . . . 38

     SECTION 603.   Certain Rights of Trustee . . . . . . . . 39

     SECTION 604.   Not Responsible for Recitals or
                    Issuance of Securities. . . . . . . . . . 40

     SECTION 605.   May Hold Securities . . . . . . . . . . . 40

     SECTION 606.   Money Held in Trust . . . . . . . . . . . 40

     SECTION 607.   Compensation and Reimbursement. . . . . . 40

     SECTION 608.   Disqualification; Conflicting
                    Interests . . . . . . . . . . . . . . . . 41

     SECTION 609.   Corporate Trustee Required;
                    Eligibility . . . . . . . . . . . . . . . 41

     SECTION 610.   Resignation and Removal; Appointment of
                    Successor . . . . . . . . . . . . . . . . 42

     SECTION 611.   Acceptance of Appointment by Successor. . 43

     SECTION 612.   Merger, Conversion, Consolidation or
                    Succession to Business. . . . . . . . . . 43

     SECTION 613.   Preferential Collection of Claims
                    Against Company . . . . . . . . . . . . . 44

     SECTION 614.   Appointment of Authenticating Agent.. . . 44

                                 ARTICLE SEVEN

        Holders' Lists and Reports by Trustee and Company

     SECTION 701.   Company to Furnish Trustee Names and
                    Addresses of Holders. . . . . . . . . . . 46

     SECTION 702.   Preservation of Information;
                    Communications to Holders . . . . . . . . 46

     SECTION 703.   Reports by Trustee. . . . . . . . . . . . 47

     SECTION 704.   Reports by Company. . . . . . . . . . . . 47

                                 ARTICLE EIGHT

     Consolidation, Merger, Conveyance, Transfer or Lease

     SECTION 801.   Company May Consolidate, Etc., Only on
                    Certain Terms . . . . . . . . . . . . . . 48

     SECTION 802.   Successor Substituted . . . . . . . . . . 49

                                  ARTICLE NINE

                            Supplemental Indentures

     SECTION 901.   Supplemental Indentures Without Consent
                    of Holders. . . . . . . . . . . . . . . . 49

     SECTION 902.   Supplemental Indentures With Consent of
                    Holders . . . . . . . . . . . . . . . . . 50

     SECTION 903.   Execution of Supplemental Indentures. . . 51

     SECTION 904.   Effect of Supplemental Indentures . . . . 51

     SECTION 905.   Conformity with Trust Indenture Act . . . 51

     SECTION 906.   Reference in Securities to Supplemental
                    Indentures. . . . . . . . . . . . . . . . 51

                                  ARTICLE TEN

                                   Covenants

     SECTION 1001.  Payment of Principal, Premium and
                    Interest. . . . . . . . . . . . . . . . . 52

     SECTION 1002.  Maintenance of Office or Agency . . . . . 52

     SECTION 1003.  Money for Security to Be Held in Trust. . 53

     SECTION 1004.  Statement by Officers as to Default . . . 54

     SECTION 1005.  Existence . . . . . . . . . . . . . . . . 54

     SECTION 1006.  Maintenance of Properties . . . . . . . . 54

     SECTION 1007.  Payment of Taxes and Other Claims . . . . 54

     SECTION 1008.  Usury Laws. . . . . . . . . . . . . . . . 55
                                 ARTICLE ELEVEN

                            Redemption of Securities

     SECTION 1101.  Right of Redemption . . . . . . . . . . . 55

     SECTION 1102.  Applicability of Article. . . . . . . . . 55

     SECTION 1103.  Election to Redeem; Notice to Trustee.. . 55

     SECTION 1104.  Selection by Trustee of Securities to
                    Be Redeemed . . . . . . . . . . . . . . . 56

     SECTION 1105.  Notice of Redemption. . . . . . . . . . . 56

     SECTION 1106.  Deposit of Redemption Price . . . . . . . 57

     SECTION 1107.  Securities Payable on Redemption Date . . 57

     SECTION 1108.  Securities Redeemed in Part . . . . . . . 58

                                 ARTICLE TWELVE

                          Subordination of Securities

     SECTION 1201.  Securities Subordinate to Senior
                    Indebtedness. . . . . . . . . . . . . . . 58

     SECTION 1202.  Payment Over of Proceeds Upon
                    Dissolution, Etc. . . . . . . . . . . . . 59

     SECTION 1203.  Prior Payment to Senior Indebtedness
                    Upon Acceleration of Securities . . . . . 60

     SECTION 1204.  No Payment in Certain Circumstances . . . 61

     SECTION 1205.  Payment Permitted If No Default . . . . . 62

     SECTION 1206.  Subrogation to Rights of Holders of
                    Senior Indebtedness . . . . . . . . . . . 62

     SECTION 1207.  Provisions Solely to Define Relative
                    Rights. . . . . . . . . . . . . . . . . . 63

     SECTION 1208.  Trustee to Effectuate Subordination and
                    Payment Provisions. . . . . . . . . . . . 63

     SECTION 1209.  No Waiver of Subordination Provisions . . 63

     SECTION 1210.  Notice to Trustee . . . . . . . . . . . . 64

     SECTION 1211.  Reliance on Judicial Order or
                    Certificate of Liquidating Agent. . . . . 65

     SECTION 1212.  Trustee Not Fiduciary for Holders of
                    Senior Indebtedness . . . . . . . . . . . 65

     SECTION 1213.  Rights of Trustee as Holder of Senior
                    Indebtedness; Preservation of Trustee's
                    Rights. . . . . . . . . . . . . . . . . . 65

     SECTION 1214.  Article Applicable to Paying Agents . . . 66

     SECTION 1215.  Certain Conversions Deemed Payment. . . . 66

                                ARTICLE THIRTEEN

                            Conversion of Securities

     SECTION 1301.  Conversion Privilege and Conversion
                    Price . . . . . . . . . . . . . . . . . . 66

     SECTION 1302.  Exercise of Conversion Privilege. . . . . 67

     SECTION 1303.  Fractions of Shares . . . . . . . . . . . 68

     SECTION 1304.  Adjustment of Conversion Price. . . . . . 68

     SECTION 1305.  Notice of Adjustments of Conversion
                    Price . . . . . . . . . . . . . . . . . . 73

     SECTION 1306.  Notice of Certain Corporate Action. . . . 74

     SECTION 1307.  Company to Reserve Common Stock . . . . . 75

     SECTION 1308.  Taxes on Conversions. . . . . . . . . . . 75

     SECTION 1309.  Covenant as to Common Stock . . . . . . . 75

     SECTION 1310.  Cancellation of Converted Securities. . . 75

     SECTION 1311.  Provisions in Case of Consolidation,
                    Merger or Sale of Assets. . . . . . . . . 75

     SECTION 1312.  Trustee's Disclaimer. . . . . . . . . . . 76

                                ARTICLE FOURTEEN

          Repurchase of Securities at the Option of the

                         Holder Upon a Repurchase Event

     SECTION 1401.  Right to Require Repurchase . . . . . . . 77

     SECTION 1402.  Notices; Method of Exercising
                    Repurchase Right, Etc.. . . . . . . . . . 77

     SECTION 1403.  "Change of Control" and "Repurchase
                    Event" Defined. . . . . . . . . . . . . . 79






     INDENTURE,  dated as of March 24, 1994, between HEALTHSOUTH  Rehabilitation
Corporation,  a corporation  duly  organized and existing  under the laws of the
State of Delaware (herein called the "Company"),  having its principal office at
Two Perimeter Park South,  Birmingham,  Alabama 35243,  and PNC Bank,  Kentucky,
Inc., a state banking  corporation duly organized and existing under the laws of
the Commonwealth of Kentucky,  as Trustee (herein called the "Trustee"),  having
its principal office at 500 West Jefferson Street, Louisville, Kentucky 40296.


                            RECITALS OF THE COMPANY

     The  Company  has  duly  authorized  the  creation  of an  issue  of its 5%
Convertible Subordinated Debentures due 2001 (herein called the "Securities") of
substantially  the  tenor and  amount  hereinafter  set  forth,  and to  provide
therefor  the Company has duly  authorized  the  execution  and delivery of this
Indenture.

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

     NOW, THEREFORE, THIS INDENTURE, WITNESSETH:

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



                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

SECTION 101.   Definitions.

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

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

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

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

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

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

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

     "Bank Debt" means all obligations of the Company and its Subsidiaries,  now
or hereafter  existing under (i) the Credit  Agreements,  whether for principal,
interest, reimbursement of amounts drawn under letters of credit issued pursuant
thereto, guarantees in respect thereof, fees, expenses, premiums, indemnities or
otherwise,  and (ii) any Indebtedness  incurred by the Company to extend, refund
or  refinance,  in whole or in part,  the Bank Debt,  including any interest and
premium on any such Indebtedness.

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

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

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

     "Capital Stock" of any Person means any and all shares, rights to purchase,
warrants or options (whether or not currently exercisable); and participation or
other  equivalents of or interest in (however  designated) the equity (including
without  limitation  common stock,  preferred  stock and  partnership  and joint
venture  interests)  of such  Person  (excluding  any debt  securities  that are
convertible into, or exchangeable for, such equity).

     "Change of Control" shall have the meaning specified in
Section 1403.

     "Closing Price" has the meaning specified in Section
1304(h).

     "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.

     "Common  Equity" of any Person means all Capital  Stock of such Person that
is generally entitled to (i) vote in the election of directors of such Person or
(ii) if such Person is not a corporation,  vote or otherwise  participate in the
selection of the governing body, partners,  managers or others that will control
the management and policies of such Person.

     "Common Stock"  includes any stock of any class of the Company which has no
preference  in respect of  dividends  or of amounts  payable in the event of any
voluntary or involuntary  liquidation,  dissolution or winding-up of the Company
and which is not subject to redemption by the Company.  However,  subject to the
provisions of Section 1311,  shares  issuable on conversion of Securities  shall
include  only shares of the class  designated  as Common Stock of the Company at
the date of this instrument or shares of any class or classes resulting from any
reclassification  or  reclassifications  thereof and which have no preference in
respect of  dividends  or of amounts  payable in the event of any  voluntary  or
involuntary liquidation,  dissolution or winding-up of the Company and which are
not subject to  redemption  by the Company;  provided  that if at any time there
shall be more than one such resulting  class, the shares of each such class then
so issuable shall be  substantially  in the proportion which the total number of
shares of such  class  resulting  from all such  reclassifications  bears to the
total   number  of  shares  of  all  such  classes   resulting   from  all  such
reclassifications.

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

     "Company Request" or "Company Order" means, respectively, a written request
or order  signed in the name of the Company by its  Chairman  of the Board,  its
Vice  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 at which at any  particular  time its  corporate  trust  business  shall be
administered.  As of the date hereof,  the Corporate Trust Office of the Trustee
is located at 500 West Jefferson Street, Louisville, Kentucky 40296.

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

     "Credit  Agreements"  means  the two  Credit  Agreements,  one  dated as of
November 20, 1992 and the other dated as of December  30,  1993,  by and between
the Company,  NationsBank of North Carolina, National Association, as Agent, and
the lenders  signatories  thereto,  together with the related documents thereto,
including,  without  limitation,  any  security  documents  and all exhibits and
schedules  thereto and any  agreement or agreements  relating to any  extension,
refunding,  refinancing,  successor or replacement facility, whether or not with
the same lender, and whether or not the principal amount or amount of letters of
credit  outstanding  thereunder or the interest rate payable in respect  thereof
shall be thereby  increased,  in each case as amended and in effect from time to
time.

     "Current Market Price" has the meaning specified in Section
1304(h).

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

     "Designated Senior Indebtedness" means (i) the Bank Debt, without regard to
the amounts outstanding  thereunder,  and (ii) any Senior Indebtedness which, at
the time of determination,  has an aggregate  principal amount outstanding of at
least $20 million and is  specifically  designated in the instrument  evidencing
such Senior Indebtedness as "Designated Senior Indebtedness" by the Company.

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

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

     "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, including, for
all  purposes  of this  instrument  and any  such  supplemental  indenture,  the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively.

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

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

     "NASDAQ" and "NASDAQ/NMS" have the meanings specified in
Section 1304(h).

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

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

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

          (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 bona
     fide purchaser in whose hands such Securities are valid  obligations of the
     Company;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization,  direction, notice, consent or waiver hereunder, 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,
trust,  unincorporated  organization  or  government  or any agency or political
subdivision thereof.

     "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.

     "Proceeding" has the meaning specified in Section 1202.

     "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 and
includes any Repurchase Date as defined in Section 1401.

     "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
means the March 15 or September 15 (whether or not a Business  Day), as the case
may be, next preceding such Interest Payment Date.

     "Repurchase Date" has the meaning specified in Section
1401.

     "Repurchase Event" has the meaning specified in Section
1403(d).

     "Repurchase Price" has the meaning specified in Section
1401.

     "Securities Payment" has the meaning specified in Section
1202.

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

     "Senior   Indebtedness"  means  all  indebtedness,   liabilities  or  other
obligations of the Company,  other than the Securities,  whether existing on the
date of execution of this Indenture or thereafter created,  incurred or assumed,
except any such other  indebtedness,  liabilities or other  obligations  that by
their terms or by operation of law are  subordinated  to, or  subordinated  on a
parity with, the Securities.

     "Significant  Subsidiary"  means a Subsidiary  of the Company  which at the
time of determination  either (i) had tangible assets which, as of the Company's
most recent  quarterly  consolidated  balance sheet,  constituted at least 5% of
Consolidated  Tangible  Assets as of such  date,  or (ii) had  revenues  for the
12-month  period  ending on the date of the most recent  quarterly  consolidated
statement  of  income  which  constituted  at  least 5] of the  Company's  total
consolidated revenues for such period.

     "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 interest  thereon,  means the date specified in such Security as
the fixed date on which the  principal of such Security or such  installment  of
interest is due and payable.

     "Subordinated  Obligations"  means any principal of,  premium,  if any, and
interest on the  Securities  payable  pursuant to the terms of the Securities or
upon acceleration, including any amounts received upon the exercise of rights of
rescission  or  other  rights  of  action  (including  claims  for  damages)  or
otherwise,  to the extent  relating to the purchase  price of the  Securities or
amounts  corresponding  to such principal,  premium,  if any, or interest on the
Securities.

     "Subsidiary" of any Person means (i) any corporation of which Common Equity
having  ordinary  voting  power to elect a  majority  of the  directors  of such
corporation  is owned by such  Person  directly  or  through  one or more  other
subsidiaries  of such  Person and (ii) any entity  other than a  corporation  in
which  such  Person,  directly  or  indirectly,  owns at least 50% of the Common
Equity  of  such  entity  and has the  authority  to  manage  such  entity  on a
day-to-day basis.

     "Trading Day" means each Monday, Tuesday,  Wednesday,  Thursday and Friday,
other  than  any day on  which  securities  are  not  traded  on the  applicable
securities exchange or in the applicable securities market.

     "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
such successor Trustee.

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

     "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.

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

     Every certificate or opinion with respect to compliance with a condition or
covenant  provided for in this  Indenture  (other than an Officers'  Certificate
provided pursuant to Section 1004 hereof) 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.

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

     (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 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 Company may, in the circumstances  permitted by the Trust Indenture
Act,  by Board  Resolution  fix any day as the  record  date for the  purpose of
determining  the  Holders  entitled  to  give  or  take  any  request,   demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action,  authorized or permitted to be given or taken by Holders. If not set
by the Company prior to the first solicitation of a Holder made by any Person in
respect  of any such  action,  or, in the case of any such  vote,  prior to such
vote,  the record date for any such action or vote shall be the 30th day (or, if
later,  the date of the most  recent  list of Holders  required  to be  provided
pursuant to Section 701) prior to such first  solicitation  or vote, as the case
may be. With regard to any record date,  only the Holders on such date (or their
duly  designated  proxies)  shall be entitled  to give or take,  or vote on, the
relevant action.

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

     (e) 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:
     Corporate Trust Administration, or

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


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

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


SECTION 107.   Conflict with Trust Indenture Act.

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


SECTION 108.   Effect of Headings and Table of Contents.

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


SECTION 109.   Successors and Assigns.

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


SECTION 110.   Separability Clause.

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


SECTION 111.   Benefits of Indenture.

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


SECTION 112.   Governing Law.

     This  Indenture  and the  Securities  shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to such
State's conflicts of laws principles.


SECTION 113.   Legal Holidays.

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



                                  ARTICLE TWO

                                 Security Forms


SECTION 201.   Forms Generally.

     The  Securities,  the conversion  notice and the Trustee's  certificates of
authentication  shall be in  substantially  the forms set forth in this Article,
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 as may,  consistently  herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.

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


SECTION 202.   Form of Face of Security.

                     HEALTHSOUTH Rehabilitation Corporation

                 5% Convertible Subordinated Debenture Due 2001


No.                                                    $

     HEALTHSOUTH  Rehabilitation  Corporation,  a corporation duly organized and
existing under the laws of Delaware  (herein  called the  "Company",  which term
includes any successor Person under the Indenture  hereinafter referred to), for
value received, hereby promises to pay to , or registered assigns, the principal
sum of Dollars on April 1, 2001, and to pay interest  thereon from and including
the date of initial  issuance of  Securities  under the  Indenture,  or from and
including the most recent Interest  Payment Date to which interest has been paid
or duly  provided  for,  semiannually  on April 1 and  October  1 in each  year,
commencing  October 1, 1994,  at the rate of 5% per annum,  until the  principal
hereof is paid or made  available  for  payment.  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 March 15 or
September 15 (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  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  may be listed,  and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture. Payment
of the principal of (and premium,  if any) and interest on this Security will be
made at the office or agency of the Company  maintained  for that purpose in the
Borough of Manhattan,  The City of New York and in such other cities, if any, as
the Company may designate in writing to the Trustee, 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;  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:


HEALTHSOUTH Rehabilitation
  Corporation



By


Attest:




          Secretary


SECTION 203.   Form of Reverse of Security.

     This  Security  is one of a duly  authorized  issue  of  Securities  of the
Company  designated  as its 5%  Convertible  Subordinated  Debentures  due  2001
(herein  called the  "Securities"),  limited in  aggregate  principal  amount to
$115,000,000 (including the underwriters'  over-allotment option), issued and to
be issued  under an  Indenture,  dated as of March 24, 1994  (herein  called the
"Indenture"),  between  the  Company and PNC Bank,  Kentucky,  Inc.,  as Trustee
(herein  called the "Trustee",  which term includes any successor  trustee under
the  Indenture),  to which  Indenture and all  indentures  supplemental  thereto
reference is hereby made for a statement of the respective  rights,  limitations
of rights,  duties and immunities  thereunder of the Company,  the Trustee,  the
holders of Senior  Indebtedness  and the Holders of the  Securities,  and of the
terms upon which the Securities are, and are to be, authenticated and delivered.

     Subject to and upon  compliance  with the provisions of the Indenture,  the
Holder of this Security is entitled, at his option, at any time on or before the
close of business on April 1, 2001, or in case this Security or a portion hereof
is called  for  redemption,  then in respect of this  Security  or such  portion
hereof  until and  including,  but (unless  the  Company  defaults in making the
payment due upon  redemption or repurchase,  as the case may be) not after,  the
close of business on the Redemption Date or the Repurchase  Date,  respectively,
to convert this Security (or any portion of the principal amount hereof which is
$1,000 or an integral multiple  thereof),  at the principal amount hereof, or of
such portion,  into fully paid and non-assessable  shares (calculated as to each
conversion  to the nearest 1/100 of a share) of Common Stock of the Company at a
conversion price equal to $37.625  aggregate  principal amount of securities for
each share of Common Stock (or at the current  adjusted  conversion  price if an
adjustment  has been made as provided in the  Indenture)  by  surrender  of this
Security,  duly endorsed or assigned to the Company or in blank,  to the Company
at its office or agency in the Borough of Manhattan, The City of New York and in
such other  cities,  if any,  as the  Company  may  designate  in writing to the
Trustee, with the form of conversion notice hereon executed by the Holder hereof
evidencing such Holder's election to convert this Security,  or if less than the
entire  principal  amount  hereof is to be converted,  the portion  hereof to be
converted,  and, in case such surrender shall be made during the period from the
close of business on any Regular Record Date next preceding any Interest Payment
Date to the  close of  business  on such  Interest  Payment  Date  (unless  this
Security or the portion  thereof being  converted has been called for redemption
on a Redemption  Date within such period),  also  accompanied  by payment in New
York Clearing House or other funds  acceptable to the Company of an amount equal
to the interest payable on such Interest Payment Date on the principal amount of
this Security then being  converted.  Subject to the aforesaid  requirement  for
payment  and, in the case of a  conversion  after the  Regular  Record Date next
preceding any Interest Payment Date and on or before such Interest Payment Date,
to the right of the Holder of this  Security  (or any  Predecessor  Security) of
record at such Regular  Record Date to receive an  installment of interest (with
certain exceptions provided in the Indenture), no payment or adjustment is to be
made on conversion  for interest  accrued  hereon or for dividends on the Common
Stock  issued on  conversion.  No  fractions  of  shares  or scrip  representing
fractions of shares will be issued on conversion,  but instead of any fractional
interest the Company shall pay a cash  adjustment as provided in the  Indenture.
The conversion  price is subject to adjustment as provided in the Indenture.  In
addition,  the  Indenture  provides  that in case of certain  consolidations  or
mergers to which the Company is a party or the transfer of substantially  all of
the assets of the Company,  the Indenture shall be amended,  without the consent
of any Holders of Securities,  so that this Security, if then outstanding,  will
be convertible thereafter,  during the period this Security shall be convertible
as specified above, only into the kind and amount of securities,  cash and other
property  receivable upon the  consolidation,  merger or transfer by a holder of
the number of shares of Common  Stock into which this  Security  might have been
converted immediately prior to such consolidation,  merger or transfer (assuming
such  holder of Common  Stock  failed to  exercise  any rights of  election  and
received  per share the kind and amount  received  per share by a  plurality  of
non-electing shares).

     The  Securities  are subject to  redemption  upon not less than 30 nor more
than 60 days' notice by first class mail, at any time on or after April 1, 1997,
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 during the 12-month period beginning April 1 of the
years indicated,

                                        Redemption
                Year                      Price

                1997                     102.86  %
                1998                     102.41  %
                1999                     101.43  %
                2000                     100.71  %


together  in the  case of any  such  redemption  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
Regular  Record  Dates  referred to on the face  hereof,  all as provided in the
Indenture.

     The  Indenture  provides  that if a Repurchase  Event (as defined  therein)
occurs,  each Holder of Securities  shall have the right, in accordance with the
provisions of the  Indenture,  to require the Company to repurchase  all of such
Holder's  Securities,  or any portion  thereof  that is an integral  multiple of
$1,000,  for  cash at a price  equal  to 100% of the  principal  amount  of such
Securities to be repurchased,  together with accrued  interest to the Repurchase
Date, but any interest  installment  the Stated Maturity of which is on or prior
to such  Repurchase 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
Regular  Record  Dates  referred to on the face  hereof,  all as provided in the
Indenture.

     In the event of  redemption,  conversion  or repurchase of this Security in
part only, a new Security or  Securities  for the portion  hereof not  redeemed,
converted or  repurchased  will be issued in the name of the Holder  hereof upon
the cancellation hereof.

     The  indebtedness  evidenced by this Security is, to the extent provided in
the Indenture,  subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness (including, without limitation, the Company's
__% Senior  Subordinated Notes due 2001), and this Security is issued subject to
the  provisions  of the  Indenture  with  respect  thereto.  Each Holder of this
Security,  by  accepting  the  same,  (a)  agrees  to and shall be bound by such
provisions,  (b)  authorizes  and directs the Trustee on his behalf to take such
action as may be necessary or  appropriate to effectuate  the  subordination  so
provided and (c) appoints the Trustee his  attorney-in-fact for any and all such
purposes.

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

     As provided in and subject to the provisions of the  Indenture,  the Holder
of this  Security  shall not have the right to  institute  any  proceeding  with
respect to the Indenture or for the  appointment of a receiver or trustee or for
any other remedy thereunder,  unless such Holder shall have previously given the
Trustee  written  notice of a  continuing  Event of Default  with respect to the
Securities,  the  Holders  of not  less  than  25% in  principal  amount  of the
Securities  at the time  Outstanding  shall  have made  written  request  to the
Trustee and offered the Trustee reasonable indemnity,  and the Trustee shall not
have  received  from the Holders of a majority in  principal  amount at the time
Outstanding a written direction  inconsistent with such request,  and shall have
failed to  institute  any such  proceeding,  for 60 days  after  receipt of such
notice,  request and offer of indemnity.  The  foregoing  shall not apply to any
suit  instituted  by the  Holder of this  Security  for the  enforcement  of any
payment of  principal  hereof or any premium or interest  hereon on or after the
respective due dates  expressed  herein or of the right to convert this Security
in accordance with the Indenture.

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

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

     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 premium,  if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Security  Registrar  duly  executed by, the Holder  hereof or his attorney  duly
authorized in writing,  and thereupon one or more new Securities,  of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

     The  Securities  are issuable  only in registered  form without  coupons in
denominations of $1,000 and any integral  multiple  thereof.  As provided in the
Indenture and subject to certain limitations  therein set forth,  Securities are
exchangeable for a like aggregate  principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.

     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.


SECTION 204.   Form of Trustee's Certificate of Authentication.

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

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


                              PNC BANK, KENTUCKY, INC.,
                                                                      as Trustee


                              By
                                                              Authorized Officer



SECTION 205.   Form of Conversion Notice.

     The undersigned  Holder of this Security hereby  irrevocably  exercises the
option to  convert  this  Security,  or  portion  hereof  (which is $1,000 or an
integral  multiple  thereof)  below  designated,  into shares of Common Stock in
accordance with the terms of the Indenture, and directs that the shares issuable
and  deliverable  upon such  conversion,  together with any check in payment for
fractional  shares and any Securities  representing  any  unconverted  principal
amount  hereof,  be issued and delivered to the  undersigned  unless a different
name has been indicated  below.  If shares or Securities are to be issued in the
name of a  person  other  than the  undersigned,  the  undersigned  will pay all
transfer taxes payable with respect  thereto.  Any amount required to be paid by
the undersigned on account of interest accompanies this Security.

Dated: __________________
                                                                       Signature


If shares or Securities are   Principal amount to be converted
to be registered in the name  (if less than all):
of a Person other than the    $______,000
Holder, please print such
Person's name and address:
                              --------------------------------
                                  Social Security or other
_____________________________   Taxpayer Identification Number
            Name

- -----------------------------
        Street Address

- -----------------------------
  City, State and Zip Code



                                 ARTICLE THREE

                                 The Securities

SECTION 301.   Title and Terms.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is limited to $115,000,000 (including $15,000,000
aggregate  principal  amount  of  Securities  that  may be sold  by the  Company
pursuant to the Underwriting Agreement, dated March 17, 1994, among the Company,
Smith  Barney   Shearson   Inc.,  CS  First  Boston  and  Alex.   Brown  & Sons
Incorporated),   except  for   Securities   authenticated   and  delivered  upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Section 304, 305, 306, 906, 1108 or 1302 or 1402.

     The  Securities  shall  be known  and  designated  as the " 5%  Convertible
Subordinated Debentures due 2001" of the Company. Their Stated Maturity shall be
April 1, 2001,  and they shall bear  interest at the rate of 5% per annum,  from
and  including  the  date of  initial  issuance  of the  Securities  under  this
Indenture,  or from and including the most recent Interest Payment Date to which
interest  has been  paid or duly  provided  for,  as the  case  may be,  payable
semiannually  on April 1 and October 1,  commencing  October 1, 1994,  until the
principal  thereof  is paid or made  available  for  payment.  Each  payment  of
interest shall include  interest  accrued to but excluding the Interest  Payment
Date on which payment is to be made.

     The principal of (and premium, if any) and interest on the Securities shall
be payable at the office or agency of the Company in the  Borough of  Manhattan,
The City of New York  maintained  for such  purpose  and at any other  office or
agency maintained by the Company for such purpose;  provided,  however,  that at
the option of the Company payment of interest may be made by check mailed to the
address  of the Person  entitled  thereto as such  address  shall  appear in the
Security Register.

     The Securities shall be redeemable as provided in Article Eleven.

     The  Securities  shall  be  subordinated  in  right of  payment  to  Senior
Indebtedness as provided in Article Twelve.

     The Securities shall be convertible as provided in Article Thirteen.

     The  Securities  shall be subject to repurchase at the option of the Holder
as provided in Article Fourteen.

SECTION 302.   Denominations.

     The Securities  shall be issuable only in registered  form without  coupons
and only 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 Vice Chairman of the Board,  its President or one of its Vice
Presidents,  under  its  corporate  seal  reproduced  thereon  attested  by  its
Secretary or one of its  Assistant  Secretaries.  The  signature of any of these
officers on the Securities may be manual or facsimile.

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

     At any time and from time to time after the  execution and delivery of this
Indenture,  the Company may  deliver  Securities  executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities; and the Trustee in accordance with such Company
Order  shall  authenticate  and deliver  such  Securities  as in this  Indenture
provided and not otherwise.

     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.


SECTION 304.   Temporary Securities.

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

     If temporary  Securities  are issued,  the Company  shall cause  definitive
Securities to be prepared without  unreasonable  delay. After the preparation of
definitive  Securities,  the  temporary  Securities  shall be  exchangeable  for
definitive  Securities upon surrender of the temporary  Securities at any office
or agency of the Company designated  pursuant to Section 1002, without charge to
the  Holder.  Upon  surrender  for  cancellation  of any one or  more  temporary
Securities  the Company  shall execute and the Trustee  shall  authenticate  and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized  denominations.  Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.


SECTION 305.   Registration, Registration of Transfer and
               Exchange.

     (a) 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  designated  pursuant to Section  1002 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. At all reasonable times the Security
Register shall be open for inspection by the Company.

     Upon surrender for registration of transfer of any Security at an office or
agency of the Company designated pursuant to Section 1002 for such purpose,  the
Company shall execute,  and the Trustee shall  authenticate and deliver,  in the
name of the designated transferee or transferees,  one or more new Securities of
any authorized denominations and of a like aggregate principal amount.

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

     (b) 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, 1108 or 1302 or 1402 not involving any
transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange  any Security  during a period  beginning at the opening of business 15
days  before the day of the  mailing  of a notice of  redemption  of  Securities
selected for  redemption  under Section 1104 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.


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

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

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

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

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

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

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


SECTION 307.   Payment of Interest; Interest Rights Preserved.

     Interest on any Security which is payable,  and is punctually  paid or duly
provided for, on any Interest  Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor  Securities) is registered at the
close of business on the Regular Record Date for such interest. At the option of
the  Company,  interest  on any  Security  may be paid by mailing a check to the
address  of the  Holder  thereof  as  such  address  appears  in the  Securities
Register.

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

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

          (2) The  Company  may make  payment of any  Defaulted  Interest in any
     other  lawful  manner  not  inconsistent   with  the  requirements  of  any
     securities  exchange on which the 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.

     In the case of any Security which is converted  during the period after any
Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Security whose Maturity is prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such conversion, and such interest
(whether  or not  punctually  paid or duly  provided  for)  shall be paid to the
Person in whose name that Security (or one or more  Predecessor  Securities)  is
registered  at the close of  business on such  Regular  Record  Date;  provided,
however,  that Securities so registered for conversion shall (except in the case
of  Securities or portions  thereof  which have been called for  redemption on a
Redemption  Date  within  such  period)  be  accompanied  by payment in New York
Clearing House Funds or other funds acceptable to the Company of an amount equal
to the interest  payable on such Interest  Payment Date on the principal  amount
being surrendered for conversion.  Except as otherwise expressly provided in the
immediately  preceding sentence, in the case of any Security which is converted,
interest whose Stated  Maturity is after the date of conversion of such Security
shall not be payable.


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 conversion  shall,  if  surrendered  to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time  deliver to the  Trustee  for  cancellation  any
Securities  previously  authenticated and delivered  hereunder which the Company
may have  acquired in any manner  whatsoever,  and all  Securities  so delivered
shall be promptly cancelled by the Trustee. No Securities shall be authenticated
in lieu of or in  exchange  for any  Securities  cancelled  as  provided in this
Section,  except  as  expressly  permitted  by  this  Indenture.  All  cancelled
Securities  held by the  Trustee  shall be  disposed of as directed by a Company
Order.


SECTION 310.   Computation of Interest.

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




                                  ARTICLE FOUR

                           Satisfaction and Discharge


SECTION 401.   Satisfaction and Discharge of Indenture.

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

          (1)  either

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

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

                    (i)  have become due and payable, or

                    (ii) will become due and payable at
               their Stated Maturity within one year, 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  in  cash  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;  provided,  however,
          that the  Company  shall be deemed to have made the  deposit  required
          herein as to any Securities in respect of which the Company has mailed
          a check to the address of the Holder thereof,  as such address appears
          in the Security Register;

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

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

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


SECTION 402.   Application of Trust Money.

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



                                  ARTICLE FIVE

                                    Remedies


SECTION 501.   Events of Default.

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

          (1) default in the payment of any interest  upon any Security  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 at its Maturity;
     or

          (3) default in the performance, or breach, of the
     provisions of Article Eight hereof; 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),  and continuance of such default or breach for a
     period of 60 days after there has been given,  by  registered  or certified
     mail,  to the  Company by the  Trustee or to the Company and the Trustee by
     the  Holders  of at  least  25% in  principal  amount  of  the  Outstanding
     Securities a written notice specifying such default or breach and requiring
     it to be  remedied  and  stating  that such notice is a "Notice of Default"
     hereunder; or

          (5) any acceleration of the maturity of Indebtedness of the Company or
     any Significant  Subsidiary or any two or more  Subsidiaries of the Company
     which,  if merged,  would be a  Significant  Subsidiary  having a principal
     amount  outstanding  in excess  of  $5,000,000,  or a  failure  to pay such
     Indebtedness  at its stated  maturity,  provided that such  acceleration or
     failure  to pay is not cured  within 10 days  after  such  acceleration  or
     failure to pay;

          (6) the  entry by a court or  courts of  competent  jurisdiction  of a
     final  judgment or final  judgments  for the  payment of money  against the
     Company or any  Significant  Subsidiary or any two or more  Subsidiaries of
     the Company  which,  if merged,  would be a Significant  Subsidiary,  which
     remain  undischarged  for a period  (during  which  execution  shall not be
     effectively  stayed,  the posting of any required  bond not being deemed an
     execution  for purposes  hereof) of 30 days after all rights to appeal have
     been  exhausted,  provided that the aggregate  amount of all such judgments
     exceeds $5,000,000; or

          (7) the entry by a court having  jurisdiction in the premises of (A) a
     decree or order for  relief in respect  of the  Company or any  Significant
     Subsidiary or any two or more Subsidiaries of the Company which, if merged,
     would be a Significant  Subsidiary,  in an  involuntary  case or proceeding
     under   any   applicable   Federal   or   State   bankruptcy,   insolvency,
     reorganization  or other similar law or (B) a decree or order adjudging the
     Company or any  Significant  Subsidiary or any two or more  Subsidiaries of
     the Company which, if merged, would be a Significant Subsidiary, a bankrupt
     or  insolvent,   or  approving  as  properly   filed  a  petition   seeking
     reorganization,  arrangement, adjustment or composition of or in respect of
     the Company or any Significant  Subsidiary or any two or more  Subsidiaries
     of the Company which, if merged, would be a Significant  Subsidiary,  under
     any applicable  Federal or State law, or appointing a custodian,  receiver,
     liquidator,  assignee,  trustee,  sequestrator or other similar official of
     the Company or any Significant  Subsidiary or any two or more  Subsidiaries
     of the Company which, if merged, would be a Significant  Subsidiary,  or of
     any substantial part of their respective property,  or ordering the winding
     up or  liquidation  of 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

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

          (9) a default in the payment of the Repurchase Price in respect of any
     Security on the Repurchase  Date therefor in accordance with the provisions
     of Article Fourteen.


SECTION 502.   Acceleration of Maturity; Rescission and
               Annulment.

     If an Event of Default occurs and is continuing,  then and in any such case
the  Trustee  or the  Holders  of not less than 25% in  principal  amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and  payable  immediately,  by a notice in  writing to the  Company  (and to the
Trustee if given by Holders), and upon any such declaration such principal shall
become immediately due and payable.

     At any time  after such a  declaration  of  acceleration  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,  by written  notice to the
Company  and the  Trustee,  may  rescind  and  annul  such  declaration  and its
consequences if

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

               (A)  all overdue interest on all Securities,

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

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

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

     and

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

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


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

     The Company covenants that if

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

          (2)  default is made in the payment of the
     principal 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
borne by the Securities,  and, in addition thereto, such further amount as shall
be  sufficient  to cover the costs and  expenses of  collection,  including  the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its agents and counsel.

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


SECTION 504.   Trustee May File Proofs of Claim.

     In case of any  judicial  proceeding  relative to the Company (or any other
obligor upon the Securities),  its property or its creditors,  the Trustee shall
be entitled and empowered,  by intervention in such proceeding or otherwise,  to
take any and all actions  authorized  under the Trust  Indenture Act in order to
have claims of the Holders and the Trustee  allowed in any such  proceeding.  In
particular, the Trustee shall be authorized to collect and receive any moneys or
other  property  payable or deliverable on any such claims and to distribute the
same; and any custodian,  receiver, assignee, trustee, liquidator,  sequestrator
or other similar official in any such judicial  proceeding is hereby  authorized
by each Holder to make such  payments to the Trustee  and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

     No provision of this Indenture  shall be deemed to authorize the Trustee to
authorize  or  consent to or accept or adopt on behalf of any Holder any plan of
reorganization,  arrangement, adjustment or composition affecting the Securities
or the  rights of any  Holder  thereof or to  authorize  the  Trustee to vote in
respect of the claim of any Holder in any such proceeding.


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

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


SECTION 506.   Application of Money Collected.

     Subject to Article Twelve,  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;

          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; and

          THIRD:  The balance, if any, to the Company or
     any other Person or Persons determined to be entitled
     thereto.


SECTION 507.   Limitation on Suits.

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

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

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

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

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

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

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


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

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


SECTION 509.   Restoration of Rights and Remedies.

     If the Trustee or any Holder has  instituted  any proceeding to enforce any
right or remedy under this Indenture and such  proceeding has been  discontinued
or abandoned for any reason, or has been determined  adversely to the Trustee or
to such Holder,  then and in every such case,  subject to any  determination  in
such  proceeding,  the  Company,  the Trustee and the Holders  shall be restored
severally and  respectively to their former  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  Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or  constitute  a waiver of any such Event of Default or an
acquiescence therein.  Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised  from time to time,  and as often
as may be deemed  expedient,  by the Trustee or by the Holders,  as the case may
be.


SECTION 512.   Control by Holders.

     The Holders of a majority in principal amount of the Outstanding Securities
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, provided that

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

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


SECTION 513.   Waiver of Past Defaults.

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

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

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

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


SECTION 514.   Undertaking for Costs.

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


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.

     The duties and  responsibilities of the Trustee shall be as provided by the
Trust  Indenture  Act.  Notwithstanding  the  foregoing,  no  provision  of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers,  if it shall have  reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not  reasonably  assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting  the  liability of or affording  protection to the Trustee shall be
subject to the provisions of this Section.


SECTION 602.   Notice of Defaults.

     The Trustee shall give the Holders notice of any default hereunder known to
the Trustee as and to the extent provided by the Trust Indenture Act;  provided,
however,  that in the case of any default of the character  specified in Section
501(4),  no such  notice to Holders  shall be given until at least 60 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.


SECTION 603.   Certain Rights of Trustee.

     Subject to the provisions of Section 601:

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

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

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

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

          (5) the Trustee  shall 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;

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

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


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

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


SECTION 605.   May Hold Securities.

     The Trustee,  any Paying Agent, any Security Registrar,  any Authenticating
Agent  or any  other  agent  of the  Company,  in its  individual  or any  other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may  otherwise  deal with the Company with the same rights it would
have if it were not Trustee,  Paying Agent,  Security Registrar,  Authenticating
Agent 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 this trust, including the costs and expenses of defending itself against
     any claim or liability in connection  with the exercise or  performance  of
     any of its powers or duties hereunder.

     As security for the  performance  of the  obligations  of the Company under
this Section,  the Trustee shall have a claim prior to the  Securities  upon all
property and funds held or  collected by the Trustee as such,  except funds held
in trust for the payment of amounts due on the Securities.


     The  obligations  of the Company under this Section 607 to  compensate  and
indemnify the Trustee for expenses, disbursements and advances shall survive the
satisfaction and discharge of this Indenture.


SECTION 608.   Disqualification; Conflicting Interests.

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


SECTION 609.   Corporate Trustee Required; Eligibility.

     There  shall at all times be a Trustee  hereunder  which  shall be a Person
that is eligible  pursuant to the Trust  Indenture  Act to act as such and has a
combined capital and surplus of at least  $50,000,000.  If such Person publishes
reports of condition at least annually,  pursuant to law or to the  requirements
of applicable supervising or examining authority,  then for the purposes of this
Section,  the combined  capital and surplus of such Person 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 under Section 611.

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

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

     (d)  If at any time:

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

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

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

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

     (e) If the Trustee shall resign,  be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee. If, within 90
days after such resignation,  removal or incapability, or the occurrence of such
vacancy,  a  successor  Trustee  shall be  appointed  by Act of the Holders of a
majority in  principal  amount of the  Outstanding  Securities  delivered to the
Company and the retiring  Trustee,  the  successor  Trustee so appointed  shall,
forthwith upon its acceptance of such appointment,  become the successor Trustee
and supersede the successor  Trustee  appointed by the Company.  If no successor
Trustee  shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter  provided,  any Holder who has been a bona
fide Holder of a Security  for at least six months may, on behalf of himself and
all others similarly situated,  petition any court of competent jurisdiction for
the appointment of a successor Trustee.

     (f) The Company shall give notice of each  resignation  and each removal of
the Trustee and each  appointment  of a successor  Trustee to all Holders in the
manner  provided  in Section  106.  Each  notice  shall  include the name of the
successor Trustee and the address of its Corporate Trust Office.


SECTION 611.   Acceptance of Appointment by Successor.

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

     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.

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


SECTION 614.   Appointment of Authenticating Agent.

     The Trustee may appoint an  Authenticating  Agent or Agents  which shall be
authorized  to act on behalf of the Trustee to  authenticate  Securities  issued
upon  original  issue  and upon  exchange,  registration  of  transfer,  partial
conversion,  partial redemption,  partial repurchase 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.  Whenever  reference is made in this Indenture to the
authentication  and  delivery  of  Securities  by the  Trustee or the  Trustee's
certificate  of  authentication,  such  references  shall be deemed  to  include
authentication and delivery on behalf of the Trustee by an Authenticating  Agent
and a  certificate  of  authentication  executed  on behalf of the Trustee by an
Authenticating  Agent.  Each  Authenticating  Agent shall be  acceptable  to the
Company and shall at all times be a  corporation  organized  and doing  business
under  the laws of the  United  States of  America,  any  State  thereof  or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined  capital and surplus of not less than  $50,000,000 and subject
to  supervision  or  examination  by  Federal  or  State   authority.   If  such
Authenticating Agent 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 Person 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 Person shall be otherwise  eligible  under this  Section,
without the  execution  or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

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

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

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

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



                                   ----------------------------,
                                                                      As Trustee



                                                   By__________________________,
                                                         As Authenticating Agent



                                                   By___________________________
                                                              Authorized Officer



                                 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)  semiannually,  not more than 15 days  after each  Regular  Record
     Date, a list, in such form as the Trustee may  reasonably  require,  of the
     names and addresses of the Holders as of such Regular Record Date, 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.


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

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


SECTION 703.   Reports by Trustee.

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

     (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 file with the Trustee and the Commission, and transmit to
Holders,  such  information,  documents and other  reports,  and such  summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents  or reports  required  to be filed  with the  Commission  pursuant  to
Section 13 or 15(d) of the Exchange Act,  shall be filed with the Trustee within
15 days after the same is so required to be filed with 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 other  Person,  and the  Company  shall not  permit  any other  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) if  applicable,  the Person formed by such  consolidation  or into
     which the Company is merged or the Person which acquires the properties and
     assets of the Company  substantially  as an entirety is a Person  organized
     and validly  existing  under the laws of the United States of America,  any
     state  thereof or the District of Columbia and such Person  (including  any
     such Person who is an individual)  shall expressly  assume, by an indenture
     supplemental  hereto,  executed  and  delivered  to the  Trustee,  all  the
     obligations  of the Company  under the  Securities  and this  Indenture and
     shall have provided for conversion  rights in accordance  with Section 1311
     hereof;


          (2)  immediately  after giving effect to such  consolidation,  merger,
     conveyance,  transfer or lease,  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) such consolidation, merger, conveyance,
     transfer or lease does not adversely affect the
     validity or enforceability of the Securities; and


          (4) the  Company  shall have  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  (if  any),  comply  with  this  Indenture  and the
     Securities and that all conditions  precedent  herein provided for relating
     to such transaction have been satisfied.


SECTION 802.   Successor Substituted.

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



                                  ARTICLE NINE

                            Supplemental Indentures


SECTION 901.   Supplemental Indentures Without Consent of
               Holders.

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

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

          (2)  to add to the covenants of the Company for
     the benefit of the Holders, or to surrender any right
     or power herein conferred upon the Company; or

          (3)  to secure the Securities; or

          (4)  to make provision with respect to the
     conversion rights of Holders pursuant to the
     requirements of Section 1311; or

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

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

          (7) 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 which shall not be inconsistent with the provisions of
     this Indenture, provided that such action pursuant to this clause (7) shall
     not adversely affect the interests of the Holders in any material  respect;
     or

          (8)  to  cause  the  Indenture  and  the  Securities  to  comply  with
     applicable law, including the Trust Indenture Act.


SECTION 902.   Supplemental Indentures With Consent of Holders.

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

          (1) change the Stated Maturity of the principal of, or any installment
     of interest on, any Security, or reduce the principal amount thereof or the
     rate of  interest  thereon  or any  premium  payable  upon  the  redemption
     thereof,  or change the place of payment where,  or the coin or currency in
     which,  any  Security  or any premium or  interest  thereon is payable,  or
     impair the right to institute suit for the  enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption,  on
     or after the Redemption Date), or adversely affect the right to convert any
     Security as provided in Article  Thirteen  (except as  permitted by Section
     901(4)),  or adversely  affect the right to cause the Company to repurchase
     any Security pursuant to Article Fourteen, or modify the provisions of this
     Indenture with respect to the  subordination  of the Securities in a manner
     adverse to the Holders, or

          (2) reduce  the  percentage  in  principal  amount of the  Outstanding
     Securities,  the  consent  of  whose  Holders  is  required  for  any  such
     supplemental indenture, or the consent of whose Holders is required for any
     waiver (of compliance with certain  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  or Section  513,
     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.

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


SECTION 903.   Execution of Supplemental Indentures.

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


SECTION 904.   Effect of Supplemental Indentures.

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


SECTION 905.   Conformity with Trust Indenture Act.

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


SECTION 906.   Reference in Securities to Supplemental
               Indentures.

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



                                  ARTICLE TEN

                                   Covenants


SECTION 1001.  Payment of Principal, Premium and Interest.

     The Company will duly and punctually pay the principal of (and premium,  if
any)  and  interest  on the  Securities  in  accordance  with  the  terms of the
Securities and this Indenture.


SECTION 1002.  Maintenance of Office or Agency.

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

     The Company may also from time to time  designate one or more other offices
or agencies (in or outside the Borough of Manhattan, The City of New York) where
the Securities may be presented or surrendered  for any or all such purposes and
may from time to time rescind such designations; provided, however, that no such
designation  or  rescission  shall in any  manner  relieve  the  Company  of its
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York 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 Security to Be Held in Trust.

     If the Company shall at any time act as its own Paying  Agent,  it will, on
or before each due date of the principal of (and premium, if any) or interest on
any of the  Securities,  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.

     Whenever the Company shall have one or more Paying Agents,  it will,  prior
to each due date of the  principal of (and  premium,  if any) or interest on any
Securities,  deposit  with a Paying Agent a sum  sufficient  to pay such amount,
such sum to be held as provided by the Trust  Indenture  Act,  and (unless  such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

     The Company  will cause each Paying Agent 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 (i) comply with the provisions of the Trust  Indenture Act applicable
to it as a Paying  Agent and (ii) during the  continuance  of any default by the
Company (or any other obligor upon the  Securities) in the making of any payment
in respect of the Securities, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent as such.

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

     Any money  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  and  remaining  unclaimed  for two years 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.  Statement by Officers as to Default.

     The Company shall  deliver to the Trustee,  within 90 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 this  Indenture  (without  regard to any period of
grace or requirement of notice provided  hereunder) and, if the Company shall be
in default,  specifying  all such defaults and the nature and status  thereof of
which they may have knowledge.


SECTION 1005.  Existence.

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


SECTION 1006.  Maintenance of Properties.

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


SECTION 1007.  Payment of Taxes and Other Claims.

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


SECTION 1008.  Usury Laws.

     The Company  covenants and agrees:  (a) not to insist upon, or plead, or in
any manner whatsoever claim the benefit or the advantage of the usury law of any
jurisdiction  against the Trustee or the Holders in  connection  with any claim,
action or proceeding which may be brought by the Trustee or the Holders in order
to enforce any right or remedy under this  Indenture;  and (b) to resist any and
all efforts to compel the Company to claim the benefit or the  advantage  of the
usury law of any  jurisdiction  against the Trustee or the Holders in connection
with any claim,  action or proceeding which may be brought by the Trustee or the
Holders in order to enforce any right or remedy under this Indenture.



                                 ARTICLE ELEVEN

                            Redemption of Securities


SECTION 1101.  Right of Redemption.

     The Securities  may be redeemed at the election of the Company,  as a whole
or from  time to time in part,  at any time on or after  April 1,  1997,  at the
Redemption  Prices  specified  in the form of Security  hereinbefore  set forth,
together with accrued interest to but excluding the Redemption Date.


SECTION 1102.  Applicability of Article.

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


SECTION 1103.  Election to Redeem; Notice to Trustee.

     The  election of the Company to redeem any  Securities  pursuant to Section
1101 shall be evidenced by a Board Resolution.  In case of any redemption at the
election of the Company of less than all the  Securities,  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 to be redeemed,  which
principal amount shall not be less than $1,000,000 in the aggregate.


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

     If  less  than  all  the  Securities  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 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 $1,000 or any integral  multiple  thereof) of the principal  amount of
Securities of a denomination larger than $1,000.

     If any Security selected for partial redemption is converted in part before
termination of the conversion  right with respect to the portion of the Security
so selected,  the converted  portion of such Security shall be deemed (so far as
may be) to be the portion  selected for redemption.  Securities  which have been
converted  during a selection of Securities  to be redeemed  shall be treated by
the Trustee as Outstanding for the purpose of such selection.

     The Trustee shall promptly  notify the Company and each Security  Registrar
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 1105.  Notice of Redemption.

     Notice of redemption shall be given by first-class  mail,  postage prepaid,
mailed not less than 15 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  are to be redeemed,
     the  identification  (and,  in  the  case  of  partial  redemption  of  any
     Securities,  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 that  interest
     thereon will cease to accrue on and after said date,

          (5) the conversion  price,  the date on which the right to convert the
     Securities to be redeemed will terminate and the place or places where such
     Securities may be surrendered for conversion, and

          (6) the place or places where such  Securities  are to be  surrendered
     for payment of the Redemption Price.

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


SECTION 1106.  Deposit of Redemption Price.

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

     If any Security (or portion  thereof)  called for  redemption is converted,
any money  deposited  with the Trustee or with any Paying Agent or so segregated
and held in trust for the  redemption  of such  Security  shall  (subject to any
right of the Holder of such  Security  or any  Predecessor  Security  to receive
interest  as  provided  in the last  paragraph  of  Section  307) be paid to the
Company  upon  Company  Request  or,  if then  held  by the  Company,  shall  be
discharged from such trust.


SECTION 1107.  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 borne by the Security.


SECTION 1108.  Securities Redeemed in Part.

     Any Security  which is to be redeemed only in part shall be  surrendered at
an office or agency of the  Company  designated  for that  purpose  pursuant  to
Section 1002 (with,  if the Company or the Trustee so requires,  due endorsement
by, or a written  instrument of transfer in form  satisfactory to the Company or
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 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

                          Subordination of Securities


SECTION 1201.  Securities Subordinate to Senior Indebtedness.

     The Company  covenants  and agrees,  and each Holder of a Security,  by his
acceptance  thereof,  likewise covenants and agrees,  that, to the extent and in
the manner  hereinafter set forth in this Article  (subject to the provisions of
Article Four), the indebtedness represented by the Securities and the payment of
the  principal  of (and  premium,  if any) and  interest  on each and all of the
Securities  (including any repurchases or payments pursuant to Article Fourteen)
are hereby  expressly  made  subordinate  and subject in right of payment to the
prior payment in full of all Senior Indebtedness.


SECTION 1202.  Payment Over of Proceeds Upon Dissolution, Etc.

     In the event of (1) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith,  relative to the Company or to its creditors,  as such, or
to a substantial  part of its assets,  or (2) any  liquidation,  dissolution  or
other winding up of the Company, whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy, or (3) any assignment for the benefit of
creditors or any other  marshalling  of assets and  liabilities  of the Company,
then and in any such event  specified in (1), (2) or (3) above (each such event,
if any, herein  sometimes  referred to as a "Proceeding")  the holders of Senior
Indebtedness  shall be entitled to receive payment in full of all amounts due or
to become due on or in respect of all Senior Indebtedness, or provision shall be
made for such  payment  in cash or cash  equivalents  or  otherwise  in a manner
satisfactory  to the holders of Senior  Indebtedness,  before the Holders of the
Securities  are entitled to receive any payment or  distribution  of any kind or
character,  whether in cash, property or securities,  on account of principal of
(or premium, if any) or interest on the Securities or on account of any purchase
(including any repurchase  pursuant to Article Fourteen) or other acquisition of
Securities by the Company or any  Subsidiary of the Company (all such  payments,
distributions,  purchases and acquisitions  herein referred to, individually and
collectively,  as a  "Securities  Payment"),  and to that end the holders of all
Senior Indebtedness shall be entitled to receive, for application to the payment
thereof,  any Securities  Payment which may be payable or deliverable in respect
of the Securities in any such Proceeding.

     In the  event  that,  notwithstanding  the  foregoing  provisions  of  this
Section,  the  Trustee or the Holder of any  Security  shall have  received  any
Securities  Payment  before all Senior  Indebtedness  is paid in full or payment
thereof  provided  for in cash or cash  equivalents  or  otherwise  in a  manner
satisfactory to the holders of Senior  Indebtedness,  and if such fact shall, at
or prior to the time of such  Securities  Payment,  have been made  known to the
Trustee  or,  as the case may be,  such  Holder,  then  and in such  event  such
Securities  Payment shall be paid over or delivered  forthwith to the trustee in
bankruptcy,  receiver,  liquidating trustee, custodian, assignee, agent or other
Person making payment or  distribution  of assets of the Company for application
to the  payment  of all  Senior  Indebtedness  remaining  unpaid,  to the extent
necessary to pay all Senior  Indebtedness  in full,  after giving  effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness.

     For purposes of this Article only,  the words "any payment or  distribution
of any kind or character,  whether in cash, property or securities" shall not be
deemed to  include a  payment  or  distribution  of stock or  securities  of the
Company provided for by a plan of reorganization  or readjustment  authorized by
an order or  decree of a court of  competent  jurisdiction  in a  reorganization
proceeding  under any  applicable  bankruptcy  law or of any  other  corporation
provided  for by such plan of  reorganization  or  readjustment,  which stock or
securities are subordinated in right of payment to all then  outstanding  Senior
Indebtedness to  substantially  the same extent as, or to a greater extent than,
the  Securities  are  so   subordinated   as  provided  in  this  Article.   The
consolidation  of the Company with,  or the merger of the Company into,  another
Person or the liquidation or dissolution or the Company following the conveyance
or  transfer  of all or  substantially  all of its  properties  and assets as an
entirety to another  Person upon the terms and  conditions  set forth in Article
Eight shall not be deemed a  Proceeding  for the purposes of this Section if the
Person formed by such  consolidation  or into which the Company is merged or the
Person which  acquires by  conveyance  or transfer  such  properties  and assets
substantially  as an  entirety,  as the  case may be,  shall,  as a part of such
consolidation,  merger,  conveyance or transfer,  comply with the conditions set
forth in Article Eight.


SECTION 1203.  Prior Payment to Senior Indebtedness Upon
               Acceleration of Securities.

     In the event that any  Securities are declared due and payable before their
Stated Maturity,  then and in such event the holders of the Senior  Indebtedness
outstanding  at the time such  Securities  so become  due and  payable  shall be
entitled to receive payment in full of all amounts due or to become due on or in
respect of all Senior Indebtedness,  or provision shall be made for such payment
in cash or cash equivalents or otherwise in a manner satisfactory to the holders
of such Senior  Indebtedness,  before the Holders of the Securities are entitled
to receive any Securities Payment (including any payment which may be payable by
reason  of  the  payment  of  any  other   indebtedness  of  the  Company  being
subordinated to the payment of the Securities).

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

     The  provisions of this Section shall not apply to any  Securities  Payment
with respect to which Section 1202 would be applicable.


SECTION 1204.  No Payment in Certain Circumstances.

     (a) In the event and during the  continuation of any default in the payment
of any Senior  Indebtedness in excess of $5,000,000  beyond any applicable grace
period with respect  thereto,  no  Securities  Payment  shall be made unless and
until  such  default  is cured  or  waived  or  ceases  to exist or such  Senior
Indebtedness is discharged.

     (b) During  the  continuation  of any  non-payment  event of  default  with
respect to any  Designated  Senior  Indebtedness  pursuant to which the maturity
thereof  may  be  accelerated,   no  Securities  Payment  or  other  payment  or
distribution  of any assets of the Company of any kind or character  (other than
payments  of  amounts  already  deposited  in  accordance  with  the  defeasance
provisions  of the  Indenture)  shall  be  made by the  Company  on  account  of
Subordinated  Obligations  or on account of the  purchase,  redemption  or other
acquisition  of the  Securities  for the period  specified  below (the  "Payment
Blockage  Period").  The Payment Blockage Period shall commence upon the receipt
of notice by the Company or the Trustee from any  representative  of a holder of
Designated  Senior  Indebtedness  and shall end on the  earlier  of (i) 179 days
thereafter,  (ii) the date on which  such  event is cured or waived or ceases to
exist or on which such Designated Senior  Indebtedness is discharged,  (iii) the
date on which the maturity of any Indebtedness (other than Senior  Indebtedness)
shall have been  accelerated by virtue of such event,  or (iv) the date on which
such Payment Blockage Period shall have been terminated by notice to the Company
or the  Trustee  from the  representative  of holders of the  Designated  Senior
Indebtedness  initiating such Payment Blockage  Period,  after which the Company
shall resume making any and all required  payments in respect of the Securities,
including any missed payments. Only one Payment Blockage Period may be commenced
during any period of 365  consecutive  days. No event of default with respect to
Designated Senior Indebtedness that existed or was continuing on the date of the
commencement  of any  Payment  Blockage  Period with  respect to the  Designated
Senior Indebtedness  initiating such Payment Blockage Period will be, or can be,
made the basis for the  commencement of a second Payment Blockage Period whether
or not within a period of 365 consecutive days, unless such event of default has
been cured or waived for a period of not less than 90  consecutive  days.  In no
event may a Payment Blockage Period extend beyond 179 days.

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

     The  provisions of this Section shall not apply to any  Securities  Payment
with respect to which Section 1202 would be applicable.


SECTION 1205.  Payment Permitted If No Default.

     Nothing  contained in this Article or elsewhere in this Indenture or in any
of the Securities  shall prevent (1) the Company,  at any time except during the
pendency of any  Proceeding  referred to in Section 1202 or under the conditions
described in Section 1203 or 1204, from making Securities  Payments,  or (2) the
application  by  the  Trustee  of any  money  deposited  with  it  hereunder  to
Securities  Payments or the retention of such Securities Payment by the Holders,
if, at the time of such  application  by the Trustee,  it did not have knowledge
that such  Securities  Payment would have been  prohibited by the  provisions of
this Article.


SECTION 1206.  Subrogation to Rights of Holders of Senior
               Indebtedness.

     Subject to the payment in full of all amounts due or to become due on or in
respect of Senior  Indebtedness,  or the  provision  for such payment in cash or
cash equivalents or otherwise in a manner  satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent of
the payments or  distributions  made to the holders of such Senior  Indebtedness
pursuant to the provisions of this Article (equally and ratably with the holders
of all indebtedness of the Company which by its express terms is subordinated to
indebtedness of the Company to  substantially  the same extent as the Securities
are subordinated and is entitled to like rights of subrogation) to the rights of
the holders of such Senior Indebtedness to receive payments and distributions of
cash,  property and securities  applicable to the Senior  Indebtedness until the
principal of (and premium,  if any) and interest on the Securities shall be paid
in full. For purposes of such  subrogation,  no payments or distributions to the
holders of the Senior  Indebtedness of any cash, property or securities to which
the Holders of the  Securities or the Trustee  would be entitled  except for the
provisions of this Article,  and no payments over pursuant to the  provisions of
this Article to the holders of Senior  Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, be deemed to be a payment
or distribution by the Company to or on account of the Senior Indebtedness.


SECTION 1207.  Provisions Solely to Define Relative Rights.

     The provisions of this Article are and are intended  solely for the purpose
of defining the  relative  rights of the Holders on the one hand and the holders
of Senior  Indebtedness on the other hand.  Nothing contained in this Article or
elsewhere  in this  Indenture or in the  Securities  is intended to or shall (1)
impair,  as among the  Company,  its  creditors  other  than  holders  of Senior
Indebtedness  and the Holders of the Securities,  the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Securities the
principal of (and premium,  if any) and interest on the Securities,  and to make
any repurchases of the Securities  required by Article Fourteen  hereof,  as and
when the same shall become due and payable in accordance  with the terms hereof;
or (2) affect the  relative  rights  against  the  Company of the Holders of the
Securities  and  creditors  of the  Company  other  than the  holders  of Senior
Indebtedness;  or (3)  prevent the  Trustee or the Holder of any  Security  from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article of the holders
of Senior  Indebtedness  to receive  cash,  property  and  securities  otherwise
payable or deliverable to the Trustee or such Holder.


SECTION 1208.  Trustee to Effectuate Subordination and Payment
               Provisions.

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


SECTION 1209.  No Waiver of Subordination Provisions.

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

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


SECTION 1210.  Notice to Trustee.

     The  Company  shall give prompt  written  notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the  Securities.  Notwithstanding  the  provisions of this
Article or any other  provision  of this  Indenture,  the  Trustee  shall not be
charged with  knowledge of the  existence of any facts which would  prohibit the
making of any payment to or by the Trustee in respect of the Securities,  unless
and until the  Trustee  shall have  received  written  notice  thereof  from the
Company or a holder of Senior  Indebtedness or from any trustee  therefor;  and,
prior to the receipt of any such written  notice,  the  Trustee,  subject to the
provisions  of Section 601,  shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice  provided for in this Section at least two Business Days prior to the
date upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (and premium, if
any) or interest on, or amounts  payable upon  redemption or repurchase  of, any
Security), then, anything herein contained to the contrary notwithstanding,  the
Trustee  shall have full power and  authority to receive such money and to apply
the same to the  purpose  for which  such  money was  received  and shall not be
affected  by any notice to the  contrary  which may be received by it within two
Business Days prior to such date.

     Subject to the  provisions of Section 601, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing  himself
to be a holder of Senior  Indebtedness (or a trustee therefor) to establish that
such  notice  has been  given by a holder of Senior  Indebtedness  (or a trustee
therefor).  In the event that the Trustee  determines in good faith that further
evidence  is  required  with  respect  to the right of any Person as a holder of
Senior  Indebtedness to participate in any payment or  distribution  pursuant to
this  Article,  the Trustee may request  such Person to furnish  evidence to the
reasonable  satisfaction of the Trustee as to the amount of Senior  Indebtedness
held by such Person,  the extent to which such person is entitled to participate
in such payment or  distribution  and any other facts pertinent to the rights of
such Person  under this  Article,  and if such  evidence is not  furnished,  the
Trustee may defer any payment to such Person pending  judicial  determination as
to the right of such Person to receive such payment.


SECTION 1211.  Reliance on Judicial Order or Certificate of
               Liquidating Agent.

     Upon any payment or  distribution  of assets of the Company  referred to in
this  Article,  the Trustee,  subject to the  provisions of Section 601, and the
Holders of the  Securities  shall be  entitled  to rely upon any order or decree
entered  by any court of  competent  jurisdiction  in which such  Proceeding  is
pending,  or a certificate of the trustee in bankruptcy,  receiver,  liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution,  delivered to the Trustee or to the Holders
of  Securities,  for  the  purpose  of  ascertaining  the  Persons  entitled  to
participate  in  such  payment  or  distribution,  the  holders  of  the  Senior
Indebtedness  and other  indebtedness  of the  Company,  the  amount  thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.


SECTION 1212.  Trustee Not Fiduciary for Holders of Senior
               Indebtedness.

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


SECTION 1213.  Rights of Trustee as Holder of Senior
               Indebtedness; Preservation of Trustee's Rights.

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

     Nothing  in this  Article  shall  apply to claims of, or  payments  to, the
Trustee under or pursuant to Section 607.


SECTION 1214.  Article Applicable to Paying Agents.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed  by the Company and be then acting  hereunder,  the term  "Trustee" as
used in this Article shall in such case (unless the context otherwise  requires)
be construed as extending to and including  such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in  addition  to or in place of the  Trustee;  provided,  however,  that
Section  1213 shall not apply to the Company or any  Affiliate of the Company if
it or such Affiliate acts as Paying Agent.


SECTION 1215.  Certain Conversions Deemed Payment.

     For the  purposes of this  Article  only,  (1) the issuance and delivery of
junior  securities  upon  conversion of  Securities  in accordance  with Article
Thirteen shall not be deemed to constitute a payment or  distribution on account
of the  principal of or premium or interest on  Securities  or on account of the
purchase or other  acquisition of Securities,  and (2) the payment,  issuance or
delivery of cash,  property or securities  (other than junior  securities)  upon
conversion of a Security shall be deemed to constitute payment on account of the
principal of such Security.  For the purposes of this Section,  the term "junior
securities"  means (a) shares of any stock of any class of the  Company  and (b)
securities  of the  Company  which are  subordinated  in right of payment to all
Senior Indebtedness which may be outstanding at the time of issuance or delivery
of such securities to  substantially  the same extent as, or to a greater extent
than, the Securities are so  subordinated  as provided in this Article.  Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall  impair,  as among the Company,  its  creditors  other than
holders of Senior  Indebtedness  and the Holders of the  Securities,  the right,
which is absolute  and  unconditional,  of the Holder of any Security to convert
such Security in accordance with Article Thirteen.



                                ARTICLE THIRTEEN

                            Conversion of Securities


SECTION 1301.  Conversion Privilege and Conversion Price.

     Subject to and upon compliance with the provisions of this Article,  at the
option of the Holder  thereof,  any  Security  or any  portion of the  principal
amount  thereof  which is  $1,000  or an  integral  multiple  of  $1,000  may be
converted at the principal  amount  thereof,  or of such portion  thereof,  into
fully paid and  nonassessable  shares  (calculated as to each  conversion to the
nearest  1/100 of a share)  of Common  Stock of the  Company  at the  conversion
price,  determined as hereinafter provided, in effect at the time of conversion.
Such conversion right shall expire at the close of business on April 1, 2001. In
case a Security or portion  thereof is called for  redemption at the election of
the Company or  delivered  for  repurchase  pursuant to Article  Fourteen,  such
conversion right in respect of the Security or portion so called shall expire at
the close of business on the Redemption  Date or the Repurchase Date (as defined
in Article Fourteen),  as the case may be, unless the Company defaults in making
the payment due upon redemption or repurchase.

     The  price at  which  shares  of  Common  Stock  shall  be  delivered  upon
conversion (herein called the "conversion  price") shall be initially $_____ per
share of Common  Stock.  The  conversion  price  shall be  adjusted  in  certain
instances as provided in this Article Thirteen.


SECTION 1302.  Exercise of Conversion Privilege.

     In order to exercise the conversion  privilege,  the Holder of any Security
to be converted shall surrender such Security,  duly endorsed or assigned to the
Company or in blank, at any office or agency of the Company  maintained for that
purpose pursuant to Section 1002, accompanied by written notice of conversion in
the form  provided on the Security (or such other notice as is acceptable to the
Company)  at such  office or agency  that the  Holder  elects  to  convert  such
Security  or,  if  less  than  the  entire  principal  amount  thereof  is to be
converted,  the portion  thereof to be  converted.  Securities  surrendered  for
conversion  during the period from the close of  business on any Regular  Record
Date next preceding any Interest Payment Date through and including the close of
business on such  Interest  Payment Date shall (except in the case of Securities
or portions  thereof which have been called for redemption on a Redemption  Date
within such period) be  accompanied  by payment in New York Clearing House funds
or other  funds  acceptable  to the Company of an amount  equal to the  interest
payable on such  Interest  Payment Date on the  principal  amount of  Securities
being  surrendered  for  conversion.  Subject to the  provisions  of Section 307
relating  to the payment of  Defaulted  Interest by the  Company,  the  interest
payment with respect to a Security  called for  redemption on a Redemption  Date
during the period from the close of  business  on any  Regular  Record Date next
preceding any Interest  Payment Date through and including the close of business
on such Interest  Payment Date shall be payable on such Interest Payment Date to
the Holder of such Security at the close of business on such Regular Record Date
notwithstanding  the  conversion of such Security after such Regular Record Date
and on or prior to such Interest  Payment Date, and the Holder  converting  such
Security  need not  include a  payment  of such  interest  payment  amount  upon
surrender of such Security for  conversion.  Except as provided in the preceding
sentence  and  subject  to the final  paragraph  of Section  307,  no payment or
adjustment  shall be made upon any conversion on account of any interest accrued
on the Securities  surrendered  for conversion or on account of any dividends on
the Common Stock issued upon conversion.

     Securities shall be deemed to have been converted  immediately prior to the
close of business on the day of surrender of such  Securities  for conversion in
accordance  with the  foregoing  provisions,  and at such time the rights of the
Holders of such  Securities  as Holders  shall cease,  and the Person or Persons
entitled to receive the Common Stock issuable upon  conversion  shall be treated
for all  purposes as the record  holder or holders of such Common  Stock at such
time. As promptly as practicable  on or after the  conversion  date, the Company
shall  issue and  shall  deliver  at such  office  or  agency a  certificate  or
certificates  for the  number  of full  shares  of Common  Stock  issuable  upon
conversion,  together  with  payment  in lieu of any  fraction  of a  share,  as
provided in Section 1303.

     In the case of any  Security  which is  converted  in part only,  upon such
conversion  the Company  shall execute and the Trustee  shall  authenticate  and
deliver to the Holder thereof,  at the expense of the Company, a new Security or
Securities of authorized  denominations  in aggregate  principal amount equal to
the unconverted portion of the principal amount of such Security.


SECTION 1303.  Fractions of Shares.

     No  fractional  shares of Common Stock shall be issued upon  conversion  of
Securities. If more than one Security shall be surrendered for conversion at one
time by the same Holder,  the number of full shares which shall be issuable upon
conversion  thereof  shall be computed on the basis of the  aggregate  principal
amount of the Securities (or specified portions thereof) so surrendered. Instead
of any fractional  share of Common Stock which would  otherwise be issuable upon
conversion of any Security or Securities (or specified  portions  thereof),  the
Company  shall pay a cash  adjustment  in respect of such  fraction in an amount
equal to such fraction multiplied by the Closing Price per share of Common Stock
(consistent  with Section  1304(h) below) at the close of business on the day of
conversion (or, if such day is not a Trading Day, on the Trading Day immediately
preceding such day).


SECTION 1304.  Adjustment of Conversion Price.

     (a) In case the Company shall pay or make a dividend or other  distribution
on any class of capital  stock of the Company in Common  Stock,  the  conversion
price in effect at the opening of business on the day  following  the date fixed
for the determination of stockholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such conversion price by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding
at the  close of  business  on the date  fixed  for such  determination  and the
denominator  shall be the sum of such  number of shares and the total  number of
shares  constituting  such  dividend or other  distribution,  such  reduction to
become effective  immediately after the opening of business on the day following
the date fixed for such  determination.  For the purposes of this paragraph (a),
the number of shares of Common Stock at any time  outstanding  shall not include
shares held in the treasury of the Company but shall include shares  issuable in
respect of scrip  certificates  issued in lieu of  fractions of shares of Common
Stock.  The Company will not pay any dividend or make any distribution on shares
of Common Stock held in the treasury of the Company.

     (b) In case the  Company  shall  issue  rights,  options or warrants to all
holders of its  Common  Stock (not being  available  on an  equivalent  basis to
Holders of the Securities  upon  conversion)  entitling them to subscribe for or
purchase  shares of Common  Stock at a price  per  share  less than the  Current
Market Price on the date fixed for the determination of stockholders entitled to
receive such rights,  options or warrants, the conversion price in effect at the
opening of business on the day following  the date fixed for such  determination
shall be reduced by multiplying such conversion price by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the close
of business on the date fixed for such  determination  plus the number of shares
of Common Stock which the aggregate of the offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase at
such Current Market Price and the  denominator  shall be the number of shares of
Common  Stock  outstanding  at the close of  business on the date fixed for such
determination  plus  the  number  of  shares  of  Common  Stock so  offered  for
subscription or purchase,  such reduction to become effective  immediately after
the  opening  of  business  on  the  day  following  the  date  fixed  for  such
determination.  For the purposes of this  paragraph (b), the number of shares of
Common  Stock at any time  outstanding  shall  not  include  shares  held in the
treasury of the Company but shall  include  shares  issuable in respect of scrip
certificates  issued in lieu of fractions of shares of Common Stock. The Company
will not issue any  rights,  options or  warrants in respect of shares of Common
Stock held in the treasury of the Company.

     (c) In case  outstanding  shares of Common Stock shall be subdivided into a
greater number of shares of Common Stock,  the conversion price in effect at the
opening of business  on the day  following  the day upon which such  subdivision
becomes effective shall be proportionately  reduced,  and,  conversely,  in case
outstanding  shares of Common Stock shall each be combined into a smaller number
of shares of Common  Stock,  the  conversion  price in effect at the  opening of
business  on the day  following  the day upon  which  such  combination  becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become  effective  immediately  after the opening of business on
the day following the day upon which such  subdivision  or  combination  becomes
effective.

     (d) In case the Company shall, by dividend or otherwise,  distribute to all
holders of its Common Stock evidences of its  indebtedness,  shares of any class
of its capital stock or other assets  (including  securities,  but excluding any
rights,  options or warrants  referred to in paragraph (b) of this Section,  any
dividend or distribution  paid  exclusively in cash referred to in paragraph (e)
of this Section,  any dividend or  distribution  referred to in paragraph (a) of
this Section and any merger or consolidation to which Section 1311 applies), the
conversion  price  shall be  adjusted  so that the same  shall  equal  the price
determined by multiplying the conversion  price in effect  immediately  prior to
the close of business on the date fixed for the  determination  of  stockholders
entitled to receive such distribution by a fraction of which the numerator shall
be the Current  Market Price on the date fixed for such  determination  less the
then  fair  market  value  (as  determined  by the  Board  of  Directors,  whose
determination shall be conclusive and described in a Board Resolution filed with
the Trustee) of the portion of the assets,  shares or evidences of  indebtedness
so distributed applicable to one share of Common Stock and the denominator shall
be such Current Market Price,  such adjustment to become  effective  immediately
prior to the  opening of business  on the day  following  the date fixed for the
determination of stockholders entitled to receive such distribution.

     (e) In case the Company shall, by dividend or otherwise,  distribute to all
holders of its Common Stock cash (excluding any cash that is distributed  upon a
merger  or  consolidation  to  which  Section  1311  applies  or  as  part  of a
distribution  referred to in  paragraph  (d) of this  Section)  in an  aggregate
amount  that,  combined  together  with (1) the  aggregate  amount  of any other
distributions to all holders of its Common Stock made exclusively in cash within
the 12 months preceding the date of payment of such  distribution and in respect
of which no adjustment pursuant to this paragraph (e) has been made, and (2) the
aggregate of any cash plus the fair market value (as  determined by the Board of
Directors,  whose  determination  shall be  conclusive  and described in a Board
Resolution)  of  consideration  payable in  respect  of any tender  offer by the
Company or any of its  Subsidiaries  for all or any portion of the Common  Stock
concluded   within  the  12  months  preceding  the  date  of  payment  of  such
distribution and in respect of which no adjustment  pursuant to paragraph (f) of
this Section has been made,  exceeds 12.5% of the product of the Current  Market
Price on the date for the  determination  of holders  of shares of Common  Stock
entitled to receive such distribution times the number of shares of Common Stock
outstanding  on such date,  then, and in each such case,  immediately  after the
close of business on such date for determination,  the conversion price shall be
reduced so that the same shall equal the price  determined  by  multiplying  the
conversion  price in effect  immediately  prior to the close of  business on the
date fixed for  determination  of the  stockholders  entitled  to  receive  such
distribution  by a fraction  (i) the  numerator  of which  shall be equal to the
Current  Market  Price on the date fixed for such  determination  less an amount
equal to the quotient of (x) the excess of such combined  amount over such 12.5%
and (y) the  number  of  shares of  Common  Stock  outstanding  on such date for
determination  and (ii) the  denominator  of which shall be equal to the Current
Market Price on such date for determination.

     (f) In case a tender offer made by the Company or any Subsidiary for all or
any portion of the Common  Stock shall  expire and such tender offer (as amended
upon the expiration thereof) shall require the payment to stockholders (based on
the acceptance (up to any maximum specified in the terms of the tender offer) of
Purchased Shares (as defined below)) of an aggregate consideration having a fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive and described in a Board  Resolution) that combined  together with
(1) the  aggregate of the cash plus the fair market value (as  determined by the
Board of Directors,  whose  determination shall be conclusive and described in a
Board  Resolution),  as of the expiration of such tender offer, of consideration
payable in respect of any other tender offer,  by the Company or any  Subsidiary
for all or any  portion  of the  Common  Stock  expiring  within  the 12  months
preceding  the  expiration  of such  tender  offer  and in  respect  of which no
adjustment  pursuant to this  paragraph  (f) has been made and (2) the aggregate
amount of any  distributions  to all holders of the Company's  Common Stock made
exclusively  in cash within 12 months  preceding  the  expiration of such tender
offer and in respect of which no  adjustment  pursuant to paragraph  (e) of this
Section has been made,  exceeds 12.5% of the product of the Current Market Price
as of the last  time  (the  "Expiration  Time")  tenders  could  have  been made
pursuant to such tender offer (as it may be amended)  times the number of shares
of Common Stock  outstanding  (including any tendered  shares) on the Expiration
Time, then, and in each such case,  immediately prior to the opening of business
on the day after the date of the Expiration  Time, the conversion price shall be
adjusted so that the same shall equal the price  determined by  multiplying  the
conversion price in effect immediately prior to close of business on the date of
the  Expiration  Time by a fraction (i) the numerator of which shall be equal to
(A) the product of (I) the current  market  price per share of the Common  Stock
(determined  as provided in  paragraph  (h) of this  Section) on the date of the
Expiration  Time and (II) the  number  of shares  of  Common  Stock  outstanding
(including any tendered  shares) on the  Expiration  Time less (B) the amount of
cash plus the fair market  value  (determined  as  aforesaid)  of the  aggregate
consideration payable to stockholders based on the acceptance (up to any maximum
specified in the terms of the tender  offer) of Purchased  Shares,  and (ii) the
denominator  of which shall be equal to the  product of (A) the  current  market
price per share of the Common Stock  (determined as provided in paragraph (h) of
this Section) as of the  Expiration  Time and (B) the number of shares of Common
Stock outstanding (including any tendered shares) as of the Expiration Time less
the number of all shares validly tendered and not withdrawn as of the Expiration
Time (the shares deemed so accepted up to any such maximum, being referred to as
the "Purchased Shares").

     (g)  The   reclassification  of  Common  Stock  into  securities  including
securities  other than  Common  Stock  (other than any  reclassification  upon a
consolidation  or  merger  to which  Section  1311  applies)  shall be deemed to
involve (i) a  distribution  of such  securities  other than Common Stock to all
holders of Common Stock (and the effective date of such  reclassification  shall
be deemed to be "the date fixed for the  determination of stockholders  entitled
to receive such distribution" and the "date fixed for such determination" within
the  meaning  of  paragraph  (d) of this  Section),  and (ii) a  subdivision  or
combination,  as the case may be,  of the  number  of  shares  of  Common  Stock
outstanding immediately prior to such reclassification into the number of shares
of Common Stock  outstanding  immediately  thereafter (and the effective date of
such reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination  becomes  effective",
as the case may be,  and "the day upon  which such  subdivision  or  combination
becomes effective" within the meaning of paragraph (c) of this Section).

     (h) For the purpose of any computation  under  paragraphs (b), (d), (e) and
(f) of this  Section,  the current  market  price per share of Common Stock (the
"Current  Market  Price") on any date  shall be deemed to be the  average of the
daily Closing Prices for the 5 consecutive  Trading Days selected by the Company
commencing not more than 20 Trading Days before,  and ending not later than, the
earlier of the day in question  and the day before the "ex" date with respect to
the issuance or distribution requiring such computation. The "Closing Price" for
each Trading Day shall be the reported  last sale price  regular way or, in case
no such  reported  sale takes  place on such day,  the  average of the  reported
closing bid and asked  prices  regular way, in either case on the New York Stock
Exchange  or, if the Common  Stock is not listed or  admitted to trading on such
Exchange,  on the  principal  national  securities  exchange on which the Common
Stock is listed or  admitted to trading or, if not listed or admitted to trading
on any national securities  exchange,  on the National Association of Securities
Dealers  Automated   Quotations   system   ("NASDAQ")   National  Market  System
("NASDAQ/NMS")  or, if not  listed or  admitted  to trading  on  NASDAQ/NMS,  on
NASDAQ,  or, if the  Common  Stock is not listed or  admitted  to trading on any
national  securities  exchange or NASDAQ/NMS or quoted on NASDAQ, the average of
the closing bid and asked prices in the over-the-counter  market as furnished by
any New York  Stock  Exchange  member  firm  selected  from  time to time by the
Company for that purpose. For purposes of this paragraph,  the term "'ex' date",
when used with  respect to any  issuance or  distribution,  shall mean the first
date on which the Common  Stock trades  regular way on such  exchange or in such
market without the right to receive such issuance or distribution.

     (i) No adjustment  in the  conversion  price shall be required  unless such
adjustment (plus any adjustments not previously made by reason of this paragraph
(i))  would  require  an  increase  or  decrease  of at least 1% in such  price;
provided,  however,  that any adjustments  which by reason of this paragraph (i)
are not  required to be made shall be carried  forward and taken into account in
any subsequent  adjustment.  All calculations  under this paragraph (i) shall be
made to the nearest cent.

     (j) The  Company  may make such  reductions  in the  conversion  price,  in
addition to those required by paragraphs (a), (b), (c), (d), (e) and (f) of this
Section,  as it  considers  to be  advisable  in order to avoid or diminish  any
income tax to any holders of shares of Common Stock  resulting from any dividend
or  distribution  of stock or  issuance  of rights or  warrants  to  purchase or
subscribe for stock or from any event treated as such for income tax purposes or
for any other reasons. The Company shall have the power to resolve any ambiguity
or correct any error in this  paragraph (j) and its actions in so doing shall be
final and conclusive.


SECTION 1305.  Notice of Adjustments of Conversion Price.

     Whenever the conversion price is adjusted as herein provided:

          (a) the  Company  shall  compute  the  adjusted  conversion  price  in
     accordance with Section 1304 and shall prepare a certificate  signed by the
     Treasurer of the Company  setting forth the adjusted  conversion  price and
     showing in reasonable detail the facts upon which such adjustment is based,
     and such  certificate  shall  forthwith  be filed at each  office or agency
     maintained for the purpose of conversion of Securities  pursuant to Section
     1002; and

          (b) a notice stating that the  conversion  price has been adjusted and
     setting forth the adjusted  conversion  price shall  forthwith be required,
     and as soon as  practicable  after it is  required,  such  notice  shall be
     mailed by the Company to all Holders at their last  addresses as they shall
     appear in the Security Register.


SECTION 1306.  Notice of Certain Corporate Action.

     In case:

          (a) the Company shall  declare a dividend (or any other  distribution)
     on its  Common  Stock  payable  otherwise  than in cash  out of its  earned
     surplus; or

          (b) the Company  shall  authorize  the  granting to the holders of its
     Common Stock of rights or warrants to subscribe  for or purchase any shares
     of capital stock of any class or of any other rights; or

          (c) of any  reclassification of the Common Stock of the Company (other
     than a  subdivision  or  combination  of its  outstanding  shares of Common
     Stock),  or of any  consolidation,  merger or share  exchange  to which the
     Company  is a party  and for  which  approval  of any  stockholders  of the
     Company is required, or of the sale or transfer of all or substantially all
     of the assets of the Company; or

          (d)  of the voluntary or involuntary dissolution,
     liquidation or winding up of the Company; or

          (e) the Company or any  Subsidiary  shall  commence a tender offer for
     all or a portion of the Company's  outstanding Common Stock (or shall amend
     any such tender offer);

then the Company shall cause to be filed at each office or agency maintained for
the purpose of  conversion of  Securities  pursuant to Section  1002,  and shall
cause to be mailed to all Holders at their last  addresses  as they shall appear
in the Security Register,  at least 20 days (or 10 days in any case specified in
clause  (a) or (b)  above)  prior to the  applicable  record or  effective  date
hereinafter  specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, rights or warrants, or, if
a record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution,  rights or warrants are to
be determined,  or (y) the date on which such  reclassification,  consolidation,
merger, share exchange, sale, transfer, dissolution,  liquidation, winding up or
tender offer is expected to become effective,  and the date or dates as of which
it is  expected  that  holders of Common  Stock of record  shall be  entitled to
exchange  their shares of Common Stock for  securities,  cash or other  property
deliverable upon such reclassification,  consolidation,  merger, share exchange,
sale, transfer,  dissolution,  liquidation,  winding up or tender offer. Neither
the failure to give such notice nor any defect therein shall affect the legality
or  validity  of the  proceedings  described  in clauses (a) through (d) of this
Section 1306. If at the time the Trustee shall not be the  conversion  agent,  a
copy of such  notice  shall  also  forthwith  be filed by the  Company  with the
Trustee.


SECTION 1307.  Company to Reserve Common Stock.

     The  Company  shall at all  times  reserve  and keep  available  out of its
authorized  but  unissued  Common  Stock,  for  the  purpose  of  effecting  the
conversion  of  Securities,  the full  number of shares  of  Common  Stock  then
issuable upon the conversion of all outstanding Securities.


SECTION 1308.  Taxes on Conversions.

     The  Company  will pay any and all taxes  that may be payable in respect of
the issue or  delivery of shares of Common  Stock on  conversion  of  Securities
pursuant  hereto.  The Company  shall not,  however,  be required to pay any tax
which may be  payable  in  respect  of any  transfer  involved  in the issue and
delivery  of shares of Common  Stock in a name  other than that of the Holder of
the Security or Securities to be converted,  and no such issue or delivery shall
be made  unless  and  until the  Person  requesting  such  issue has paid to the
Company the amount of any such tax, or has  established to the  satisfaction  of
the Company that such tax has been paid.


SECTION 1309.  Covenant as to Common Stock.

     The Company  covenants  that all shares of Common Stock which may be issued
upon  conversion of Securities  will upon issue be fully paid and  nonassessable
and,  except as provided in Section 1308, the Company will pay all taxes,  liens
and charges with respect to the issue thereof.


SECTION 1310.  Cancellation of Converted Securities.

     All Securities  delivered for conversion  shall be delivered to the Trustee
to be cancelled by or at the  direction of the Trustee,  which shall  dispose of
the same as provided in Section 309.


SECTION 1311.  Provisions in Case of Consolidation, Merger or
               Sale of Assets.

     In case of any  consolidation of the Company with, or merger of the Company
into,  any other Person,  any merger of another  Person into the Company  (other
than a  merger  which  does  not  result  in any  reclassification,  conversion,
exchange or cancellation  of outstanding  shares of Common Stock of the Company)
or any  sale  or  transfer  of all or  substantially  all of the  assets  of the
Company,  the Person formed by such  consolidation or resulting from such merger
or which acquires such assets,  as the case may be, shall execute and deliver to
the Trustee a supplemental  indenture providing that the Holder of each Security
then  outstanding  shall  have the right  thereafter,  during  the  period  such
Security  shall be  convertible  as specified in Section  1301,  to convert such
Security only into the kind and amount of  securities,  cash and other  property
receivable upon such consolidation,  merger, sale or transfer by a holder of the
number of shares of Common Stock of the Company into which such  Security  might
have been converted  immediately prior to such  consolidation,  merger,  sale or
transfer,  assuming  such holder of Common  Stock of the Company is not a Person
with which the Company  consolidated  or into which the Company  merged or which
merged into the Company or to which such sale or transfer was made,  as the case
may be  ("constituent  Person"),  or an Affiliate of a constituent  Person,  and
failed to exercise his rights of  election,  if any, as to the kind or amount of
securities, cash and other property receivable upon such consolidation,  merger,
sale or transfer  (provided that if the kind or amount of  securities,  cash and
other property receivable upon such  consolidation,  merger, sale or transfer is
not the same for each  share of Common  Stock of the  Company  held  immediately
prior  to  such  consolidation,  merger,  sale  or  transfer  by  others  than a
constituent  Person or an Affiliate  thereof and in respect of which such rights
of election shall not have been exercised  ("non-electing  share"), then for the
purpose  of this  Section  the kind and  amount  of  securities,  cash and other
property  receivable upon such  consolidation,  merger, sale or transfer by each
non-electing  share shall be deemed to be the kind and amount so receivable  per
share by a plurality of the non-electing  shares).  Such supplemental  indenture
shall provide for adjustments which, for events subsequent to the effective date
of  such  supplemental  indenture,  shall  be as  nearly  equivalent  as  may be
practicable  to  the  adjustments  provided  for  in  this  Article.  The  above
provisions of this Section shall similarly  apply to successive  consolidations,
mergers, sales or transfers.


SECTION 1312.  Trustee's Disclaimer.

     The Trustee has no duty to determine when an adjustment  under this Article
should be made, how it should be made or what it should be. The Trustee makes no
representation  as to the validity or value of any  securities  or assets issued
upon  conversion of  Securities.  The Trustee shall not be  responsible  for the
Company's failure to comply with this Article.



                                ARTICLE FOURTEEN

          Repurchase of Securities at the Option of the
                         Holder Upon a Repurchase Event


SECTION 1401.  Right to Require Repurchase.

     In the event that a Repurchase Event (as hereinafter  defined) shall occur,
then each Holder shall have the right,  at the Holder's  option,  to require the
Company to  repurchase,  and upon the  exercise of such right the Company  shall
repurchase,  all of such  Holder's  Securities,  or any portion of the principal
amount  thereof  that is an  integral  multiple  of  $1,000,  on the  date  (the
"Repurchase Date") that is 75 calendar days after the date of the Company Notice
(as  defined in Section  1402),  for cash at a purchase  price (the  "Repurchase
Price")  equal  to  100%  of  the  principal  amount  of  the  Securities  to be
repurchased, together with accrued interest to the Repurchase Date. Prior to the
Repurchase Date, the Company shall pay in full all amounts outstanding under the
Credit Agreements or obtain the consents of the lenders  signatories  thereto to
the  repurchase  of  Securities.  Any  failure by the Company to pay in full all
amounts outstanding under the Credit Agreements or to obtain the consents of the
lenders  signatories thereto to the repurchase of Securities as described above,
shall not excuse a default by the  Company  under this  Article  Fourteen.  Such
right to require the  repurchase of the  Securities  shall not continue  after a
discharge of the Company from its obligations  with respect to the Securities in
accordance  with Article  Four,  unless a Repurchase  Event shall have  occurred
prior to such discharge.

SECTION 1402.  Notices; Method of Exercising Repurchase Right,
               Etc.

     (a) Unless the Company shall have theretofore  called for redemption all of
the  Outstanding  Securities,  on or  before  the 30th  calendar  day  after the
occurrence of a Repurchase  Event,  the Company or, at the request (and expense)
of the Company,  the Trustee,  shall mail to all Holders a notice (the  "Company
Notice") of the occurrence of the Repurchase  Event and of the repurchase  right
set forth herein arising as a result thereof.

     Each notice of a repurchase right shall state:
          (1)  the Repurchase Date,
          (2)  the date by which the repurchase right must be
     exercised,

          (3)  the Repurchase Price,

          (4)  a description of the procedure which a Holder
     must follow to exercise a repurchase right, and

          (5) the conversion  price then in effect,  the date on which the right
     to convert the principal  amount of the Securities to be  repurchased  will
     terminate and the place or places where such  Securities may be surrendered
     for conversion.

     No failure of the Company to give the foregoing  notices or defect  therein
shall  limit any  Holder's  right to exercise a  repurchase  right or affect the
validity of the proceedings for the repurchase of Securities.

     If any of the foregoing  provisions are  inconsistent  with applicable law,
such law shall govern.

     (b) To exercise a repurchase  right,  a Holder shall deliver to the Trustee
on or before  the close of  business  on the  second  Business  Day prior to the
Repurchase Date (i) written notice of the Holder's exercise of such right, which
notice  shall set  forth the name of the  Holder,  the  principal  amount of the
Securities  to be  repurchased,  a statement  that an  election to exercise  the
repurchase right is being made thereby,  and (ii) the Securities with respect to
which the repurchase right is being exercised, duly endorsed for transfer to the
Company. Such written notice shall be irrevocable,  except that the right of the
Holder to convert the Securities  with respect to which the repurchase  right is
being  exercised  shall  continue  until the close of business on the Repurchase
Date.

     (c) In the event a repurchase  right shall be exercised in accordance  with
the terms hereof, the Company shall pay or cause to be paid the Repurchase Price
in cash to the Holder on the Repurchase  Date,  together with accrued and unpaid
interest to the  Repurchase  Date payable with respect to the  Securities  as to
which  the  purchase  right  has  been  exercised;   provided,   however,   that
installments of interest that mature on or prior to the Repurchase Date shall be
payable in cash to the Holders of such  Securities,  or one or more  predecessor
Securities,  registered as such at the close of business on the relevant Regular
Record Date according to the terms and provisions of Article Three.

     (d) If any Security  surrendered for repurchase shall not be so paid on the
Repurchase  Date, the principal  shall,  until paid, bear interest to the extent
permitted by applicable  law from the  Repurchase  Date at the rate borne by the
Security and each Security shall remain  convertible into Common Stock until the
principal of such Security shall have been paid or duly provided for.

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

     (f) Prior to the  Repurchase  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 Repurchase  Price of the Securities  that are to be
repaid on the Repurchase Date.


SECTION 1403.  "Change of Control" and "Repurchase Event"
               Defined.

     (a) For  purposes of this  Article,  "Change of  Control"  means any of the
following:  (1) the  sale,  lease,  conveyance  or other  disposition  of all or
substantially  all of the Company's assets as an entirety or substantially as an
entirety to any Person or "group" (within the meaning of Section 13(d)(3) of the
Exchange  Act) in one or a  series  of  transactions;  (2)  stockholders  of the
Company shall approve any plan or proposal for the liquidation or dissolution of
the Company;  (3) any  transaction or series of  transactions  (as a result of a
tender offer,  merger,  consolidation  or otherwise) that results in any Person,
including a "group" (within the meaning of Section 13(d)(3) of the Exchange Act)
that includes such Person,  acquiring "beneficial ownership" (as defined in Rule
13d-3 under the Exchange  Act),  directly or  indirectly,  of 50% or more of the
aggregate  voting power of all classes of Common  Equity of the Company;  or (4)
individuals who at the beginning of any period of two consecutive calendar years
constituted  the  Board of  Directors  (together  with any new  directors  whose
election  to the Board of  Directors  or whose  nomination  for  election by the
Company's  stockholders  was  approved by a vote of at least  two-thirds  of the
members  of the Board of  Directors  at the  beginning  of such  period or whose
election or nomination  for election was  previously so approved)  cease for any
reason to constitute a majority of the members of the Board of Directors then in
office.

     (b) A Change of Control shall  constitute a "Repurchase  Event" giving rise
to the right  under  this  Article on the part of each  Holder of a Security  to
require,  at the  Holder's  option,  to require the Company to  repurchase  such
Holder's Securities, unless:

          (i) the Current  Market Price of the Common Stock is at least equal to
     105% of the Conversion  Price in effect  immediately  preceding the time of
     such Change of Control, or

          (ii) all of the consideration  (excluding cash payments for fractional
     shares) in the  transaction  giving  rise to such  Change of Control to the
     holders of Common  Stock  consists  of shares of common  stock that are, or
     immediately upon issuance will be, listed on a national securities exchange
     or quoted in the NASDAQ  National  Market  System,  and as a result of such
     transaction  the  Securities  become  convertible  solely  into such common
     stock, or

          (iii) the consideration in the transaction  giving rise to such Change
     of Control to the holders of Common Stock consists of cash, securities that
     are, or immediately upon issuance will be, listed on a national  securities
     exchange or quoted in the NASDAQ National  Market System,  or a combination
     of cash and such  securities,  and the aggregate  fair market value of such
     consideration (which, in the case of such securities, shall be equal to the
     average  of the daily  Closing  Prices of such  securities  during  the ten
     consecutive  Trading Days  commencing  with the sixth Trading Day following
     consummation of such  transaction) is at least 105% of the Conversion Price
     in  effect  on the date  immediately  preceding  the  closing  date of such
     transaction.

     For purposes of this  definition,  "Current  Market  Price" has the meaning
given to that term in the first sentence of Section  1304(h) of this  Indenture,
except that the 5 consecutive Trading Days selected by the Company must commence
not more than 10 Trading Days before the date in question;  "Closing  Price" has
the  meaning  give to that term in Section  1304(h) of this  Indenture,  mutatis
mutandis to make such definition  applicable to the securities in question;  and
"Trading  Day" has the  meaning  given to that term in  Section  1304(h) of this
Indenture.




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

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


HEALTHSOUTH Rehabilitation
  Corporation



By /s/ ANTHONY J. TANNER
  ------------------------------

Attest:
/s/ AARON BEAM, JR.
- -----------------------------




PNC BANK, KENTUCKY, INC.



By /s/ DAVID G. METCALF
  -------------------------------

Attest:
/s/ PATRICA C. MCFADDEN
- ------------------------------