S-3

As filed with the Securities and Exchange Commission on July 3, 2002

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

The Securities Act of 1933

STANCORP FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Oregon	93-1253576
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1100 SW Sixth Avenue, Portland, Oregon 97204

(503) 321-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael T. Winslow

Vice President, General Counsel and Corporate Secretary

StanCorp Financial Group, Inc.

1100 SW Sixth Avenue, Portland, Oregon 97204

(503) 321-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Ruth A. Beyer

John M. Schweitzer

Stoel Rives LLP

900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204

(503) 224-3380

Approximate date of commencement of proposed sale to the public:    From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Senior Debt Securities
Subordinated Debt Securities
Common Stock
Preferred Stock
Warrants
Total	$1,000,000,000	$92,000

(1) This registration statement covers such indeterminate principal amount or number of senior debt securities, subordinated debt securities, shares of Common Stock, shares of Preferred Stock and Warrants, as shall have an aggregate offering price not to exceed $1,000,000,000. Any securities under this registration statement may be sold separately or as units with other securities registered under this registration statement. The proposed maximum offering prices per security or unit will be determined, from time to time, by the Registrant in connection with the issuance of the securities registered under this registration statement.

(2) Calculated pursuant to Rule 457(o) under the Securities Act of 1933.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer is not permitted.

Subject to Completion

Preliminary Prospectus Dated July 3, 2002

$1,000,000,000

STANCORP FINANCIAL GROUP, INC.

SENIOR DEBT SECURITIES

SUBORDINATED DEBT SECURITIES

COMMON STOCK

PREFERRED STOCK

WARRANTS

We may offer and sell from time to time senior debt securities, subordinated debt securities, common stock, preferred stock or warrants. We will provide specific terms of the offering and sale of these securities in supplements to this prospectus. These terms will include the initial offering price, aggregate amount of the offering, listing on any securities exchange or quotation system, and the agents, dealers or underwriters, if any, to be used in connection with the sale of these securities. You should read this prospectus and any supplement carefully before you invest.

Our common stock is traded on the New York Stock Exchange under the symbol “SFG.” Our principal executive offices are located at 1100 SW Sixth Avenue, Portland, Oregon 97204 and our telephone number is (503) 321-7000.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement relating to the securities offered.

The date of this prospectus is                     , 2002.

You should rely only on the information contained in or incorporated by reference in this prospectus and in any prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus or the applicable prospectus supplement.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	2
THE COMPANY	3
USE OF PROCEEDS	4
RATIO OF EARNINGS TO FIXED CHARGES	4
DESCRIPTION OF CAPITAL STOCK	5
DESCRIPTION OF DEBT SECURITIES	12
DESCRIPTION OF WARRANTS	20
BOOK-ENTRY SYSTEM	20
PLAN OF DISTRIBUTION	21
LEGAL OPINIONS	22
EXPERTS	22
WHERE YOU CAN FIND MORE INFORMATION	23

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the SEC, utilizing a “shelf” registration, or continuous offering, process. Under this shelf registration process, we may issue and sell any combination of the securities described in this prospectus in one or more offerings with a maximum aggregate offering price of up to $1,000,000,000. We may offer any of the following securities: senior debt securities, subordinated debt securities, common stock, preferred stock and warrants.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the accompanying prospectus supplement, you should rely on the information in the prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detail on descriptions of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC and any applicable prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

As used in this prospectus, “StanCorp,” “we,” “us,” and “our” refer to StanCorp Financial Group, Inc. and its subsidiaries, unless the context otherwise requires.

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THE COMPANY

StanCorp was incorporated under the laws of Oregon in 1998 as a parent holding company. Our significant subsidiaries include Standard Insurance Company (“Standard”); The Standard Life Insurance Company of New York; StanCorp Mortgage Investors, LLC (“StanCorp Mortgage Investors”); and StanCorp Investment Advisers, Inc. We are based in Portland, Oregon, and through our subsidiaries have operations throughout the United States.

Our largest subsidiary, Standard, underwrites group and individual disability and annuity products, and life and dental insurance for groups. Standard, founded in 1906, is domiciled in Oregon and licensed in 49 states, the District of Columbia and the U.S. Territory of Guam. Standard is an admitted reinsurer in the state of New York. The Standard Life Insurance Company of New York was organized in 2000, and is licensed to provide long term and short term disability, life, and accidental death and dismemberment insurance for groups in New York. The Standard is a service mark of StanCorp and its subsidiaries and is used as a brand mark and marketing name by Standard and The Standard Life Insurance Company of New York. We now have the authority to underwrite insurance products in all 50 states.

Our other subsidiaries provide complementary financial and management services. StanCorp Mortgage Investors has developed recognized expertise in originating, underwriting and servicing small commercial mortgage loans for the investment portfolios of the insurance subsidiaries, as well as generating fee income from the origination and servicing of commercial mortgage loans sold to institutional investors. StanCorp Mortgage Investors began operations in 1996 and, as of March 31, 2002, was servicing $2.04 billion in mortgage loans for subsidiaries of StanCorp and $519.4 million in mortgage loans for other institutional investors. StanCorp Investment Advisers, Inc. is an SEC registered investment adviser providing performance analysis, fund selection support and model portfolios to our retirement plan clients.

For additional information concerning our business and affairs, including our capital requirements and external financing plans, pending legal and regulatory proceedings, and descriptions of certain laws and regulations to which we are subject, prospective purchasers should refer to the documents incorporated by reference that are listed under the caption “Where You Can Find More Information.”

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USE OF PROCEEDS

Unless we specify otherwise in an accompanying prospectus supplement, we intend to use the net proceeds we receive from the sale of securities offered by this prospectus and the accompanying prospectus supplement for general corporate purposes. General corporate purposes may include additions to working capital or the financing of possible acquisitions.

The net proceeds may be invested temporarily until they are used for their stated purpose.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges:

	Years Ended December 31,					Three Months Ended March 31,
	1997	1998	1999	2000	2001	2001	2002
Ratio of earnings to fixed charges	54.3x	56.2x	57.9x	33.9x	39.3x	40.7x	46.2x

For the purpose of computing the ratio of earnings to fixed charges:

Earnings are defined as:

• income from continuing operations before income taxes;

• plus fixed charges; and

• less capitalized interest.

Fixed charges are defined as the sum of the following:

• interest, including capitalized interest, on all indebtedness;

• amortization of debt issuance cost; and

• that portion of rental expense which we believe to be representative of an interest factor.

We had no shares of preferred stock outstanding for any period presented. As a result, the ratio of earnings to combined fixed charges and preferred stock dividends is the same as the ratio of earnings to fixed charges.

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DESCRIPTION OF CAPITAL STOCK

General

As of the date of this prospectus, we are authorized to issue up to 300,000,000 shares of common stock and 100,000,000 shares of preferred stock. As of June 30, 2002, we had 29,725,464 shares of common stock and no shares of preferred stock outstanding. We have reserved 500,000 shares of preferred stock for issuance as Series A Preferred Shares under our shareholder rights plan as described below.

The following is a summary of the key terms and provisions of our equity securities. You should refer to the applicable provisions of our articles of incorporation, bylaws, the Oregon Business Corporation Act and the documents we have incorporated by reference for a complete statement of the terms and rights of our capital stock.

Common Stock

Voting Rights.    Each holder of common stock is entitled to one vote per share. Subject to the rights, if any, of the holders of any series of preferred stock pursuant to applicable law or the provision of the articles of amendment creating that series, all voting rights are vested in the holders of shares of common stock. Holders of shares of common stock have noncumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors, and the holders of the remaining shares voting for the election of directors will not be able to elect any directors.

Dividends.    Dividends may be paid to the holders of common stock when, as and if declared by the board of directors out of funds legally available for their payment, subject to the rights of holders of any preferred stock. Beginning in 2002, our board of directors approved paying annual, rather than quarterly, dividends to shareholders. The declaration and payment of dividends in the future is subject to the discretion of the board of directors and it is anticipated that annual dividends will be paid in December of each year depending on our financial position, results of operations, cash requirements, future prospects, regulatory restrictions on the payment of dividends by Standard and the ability of our insurance subsidiaries to maintain adequate capital and other factors deemed relevant by the board of directors.

Rights upon Liquidation.    In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of common stock will be entitled to share equally, in proportion to the number of shares of common stock held by them, in any of our assets available for distribution after the payment in full of all debts and distributions and after the holders of all series of outstanding preferred stock, if any, have received their liquidation preferences in full.

Non-Assessable.    All outstanding shares of common stock are fully paid and non-assessable. Any additional common stock we offer and issue under this prospectus will also be fully paid and non- assessable.

No Preemptive Rights.    Holders of common stock are not entitled to preemptive purchase rights in future offerings of our common stock.

Listing.    Our outstanding shares of common stock are listed on the New York Stock Exchange under the symbol “SFG.” Any additional common stock we issue under this prospectus will also be listed on the NYSE.

Preferred Stock

Our board of directors can, without approval of our shareholders, issue one or more series of preferred stock and determine the number of shares of each series and the rights, preferences and limitations of each series. If we offer a series of preferred stock, we will describe the specific terms of that series in a prospectus supplement, including:

• the title of the series of preferred stock and the number of shares offered;

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• the price at which the preferred stock will be issued;

• the dividend rate, the dates on which the dividends will be payable and other terms relating to the payment of dividends on the preferred stock;

• the voting rights of the preferred stock;

• whether the preferred stock is redeemable or subject to a sinking fund, and the terms of any such redemption or sinking fund;

• whether the preferred stock is convertible into any other securities, and the terms and conditions of any such conversion;

• the liquidation preference of the preferred stock; and

• any additional rights, preferences and limitations of the preferred stock.

The description of the terms of a series of preferred stock to be set forth in an applicable prospectus supplement will not be complete and will be subject to and qualified in its entirety by reference to the articles of amendment relating to that series of preferred stock. The registration statement of which this prospectus forms a part will include the articles of amendment as an exhibit or as a document incorporated by reference.

Undesignated preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and to thereby protect the continuity of our management. The issuance of shares of preferred stock may adversely affect the rights of the holders of our common stock. For example, any preferred stock issued may rank prior to our common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. As a result, the issuance of shares of preferred stock may discourage bids for our common stock or may otherwise adversely affect the market price of our common stock or any existing preferred stock.

Any preferred stock will, when issued, be fully paid and non-assessable.

Antitakeover Provisions

Certain provisions in our articles of incorporation, bylaws and our shareholder rights plan may encourage persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. Certain provisions of the Oregon Business Corporation Act and the insurance laws in Oregon and New York may also have an antitakeover effect.

Classified Board of Directors; Removal.    Our articles of incorporation provide that our board of directors is divided into three classes as nearly equal in number as possible. The directors of each class are elected for three–year terms, and the terms of the three classes are staggered so that directors from a single class are elected at each annual meeting of shareholders. A staggered board makes it more difficult for shareholders to change the majority of the directors and instead promotes continuity of existing management. Our articles of incorporation also provide that directors may be removed only for cause at a meeting of shareholders called expressly for that purpose. This provision may have the effect of slowing or impeding a change in membership of the board of directors that would effect a change of control of StanCorp.

Filling of Vacancies on the Board.    Our articles of incorporation provide that the number of directors shall be not less than nine nor more than 21, and within such limits the exact number shall be fixed and increased or decreased from time to time by resolution of the board of directors. Any vacancy on the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the board of directors, the remaining directors if less than a quorum (by the vote of a majority thereof) or by a sole remaining director. If the vacancy is not so filled, it shall be filled by the shareholders at the next annual meeting of shareholders. The shareholders are not permitted to fill vacancies between annual meetings. These provisions give incumbent directors significant authority that may have the effect of limiting the ability of shareholders to effect a change in management.

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Supermajority Voting Requirement.    The provisions of our articles of incorporation governing the number of directors and the filling of vacancies and restricting the removal of directors without cause may not be amended, altered, changed or repealed unless the amendment is approved by the vote of holders of 70% of the shares then entitled to vote at an election of directors. This requirement exceeds the majority vote of the outstanding stock that would otherwise be required by the Oregon Business Corporation Act for the repeal or amendment of such provisions of the articles of incorporation. Our bylaws may be amended by the board of directors or by the vote of holders of 70% of the shares then entitled to vote. These provisions make it more difficult for a person to remove or amend provisions having an antitakeover effect.

Advance Notice Requirements; Action by Written Consent.    Our bylaws provide for certain advance notice requirements for shareholder proposals and nominations for director. In addition, under our articles of incorporation and bylaws, action may not be taken by written consent of shareholders without a meeting unless such written consents are signed by all shareholders entitled to vote on the action to be taken. These provisions make it more procedurally difficult for a shareholder to place a proposal or nomination on the meeting agenda or to take action without a meeting, and therefore may reduce the likelihood that a shareholder will seek to take independent action to replace directors or with respect to other matters that are not supported by management for shareholder vote.

Ability to Issue Preferred Stock.    As discussed above, our board of directors can set the voting rights, redemption rights, conversion rights and other rights relating to authorized but unissued shares of preferred stock and could issue that stock in either private or public transactions. Preferred stock could be issued for the purpose of preventing a merger, tender offer or other takeover attempt that the board of directors opposes.

Rights Plan.    The board of directors has adopted a shareholder rights plan under which the board of directors declared a dividend of one Right for each outstanding share of common stock. Each Right entitles the registered holder to purchase from StanCorp one one-hundredth of a share of Series A Preferred Shares at a purchase price, subject to adjustment, initially set at $118.75. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between StanCorp and ChaseMellon Shareholder Services, Inc., as Rights Agent. Although the material provisions of the Rights Agreement have been accurately summarized, the statements below concerning the Rights Agreement are not necessarily complete, and in each instance reference is made to the Rights Agreement itself, a copy of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. Each statement is qualified in its entirety by such reference.

Initially, the Rights are attached to the certificates representing outstanding shares of common stock, and no separate Rights certificates will be distributed. The Rights will separate from the common stock at the Distribution Date, which is defined to occur upon the earlier of:

• the close of business on the tenth day after the first public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire from shareholders, beneficial ownership of 15% or more of the outstanding common stock (an “Acquiring Person”), or

• the close of business on the tenth day after the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person, as such periods may be extended pursuant to the Rights Agreement.

Until the Distribution Date, (1) the Rights will be evidenced by and will be transferred with and only with such common stock certificates, (2) new common stock certificates will contain a legend incorporating the Rights Agreement by reference, and (3) the surrender for transfer of any certificate for common stock will also constitute the transfer of the Rights associated with the common stock represented by such certificate.

The Rights are not exercisable until the Distribution Date and will expire at the close of business on the tenth anniversary of its adoption, which is April 20, 2009, unless earlier redeemed by StanCorp as described below.

As soon as practicable after the Distribution Date, Rights certificates will be mailed to holders of record of the common stock as of the close of business on the Distribution Date, and thereafter the separate Rights certificates alone will represent the Rights. Except as otherwise determined by the board of directors, only common stock

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issued prior to the time the Rights become exercisable or issued upon exercise or conversion of rights, warrants, options or convertible securities issued prior to the time the Rights become exercisable will be issued with Rights.

In the event that any person becomes an Acquiring Person, each holder of a Right shall thereafter have the right to receive, upon exercise, in lieu of Series A Preferred Shares, common stock (or, in certain circumstances, cash, property or other securities of StanCorp) having a value equal to two times the exercise price of the Right. However, Rights are not exercisable as described in this paragraph until such time as the Rights are no longer redeemable by StanCorp as set forth below. Notwithstanding any of the foregoing, if any person becomes an Acquiring Person all Rights that are or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by an Acquiring Person will become null and void.

In the event that, at any time following the Distribution Date, (1) StanCorp is acquired in a merger or other business combination transaction in which StanCorp is not the surviving corporation or in which shares of common stock are exchanged for stock or other securities or property, or (2) 50% or more of StanCorp’s assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right.

The purchase price payable, the number of one one-hundredths of a share of Series A Preferred Shares or other securities or property issuable upon exercise of the Right and the number of Rights outstanding, are subject to adjustment from time to time to prevent dilution:

• in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A Preferred Shares or the common stock,

• if holders of the Series A Preferred Shares are granted certain rights, options or warrants to subscribe for Series A Preferred Shares or convertible securities at less than the current market price of the Series A Preferred Shares,

• if holders of common stock are granted certain rights, options or warrants to subscribe for common stock or convertible securities at less than the current market price of the common stock or

• upon the distribution to holders of Series A Preferred Shares or common stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the purchase price or the number of shares of Series A Preferred Shares issuable upon exercise of a Right will be required until cumulative adjustments would require an increase or decrease of at least one percent in the purchase price or number of shares for which a Right is exercisable. No fractional shares of Series A Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a share of Series A Preferred Shares) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Series A Preferred Shares on the last trading date prior to the date of exercise.

At any time until the earlier of (1) 10 days (or longer if extended pursuant to the terms of the Rights Agreement) after a person becomes an Acquiring Person and (2) the termination of the Rights Agreement, StanCorp may redeem the Rights in whole, but not in part, at a price of $.001 per Right (payable in cash, common stock or other consideration), appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof. Immediately upon the action of the board of directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 redemption price.

At any time after a public announcement that a person has become an Acquiring Person, the board of directors may exchange the Rights (other than Rights owned by such person or group which become void), in whole or in part, for shares of common stock or common stock equivalents, or any combination thereof, at an exchange ratio of one share of common stock (or such number of common stock equivalents or units representing fractions thereof having the same value as one share of common stock), per Right (subject to adjustment). Immediately upon the action of the board of directors ordering the exchange of any Rights, the right to exercise such Rights will

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terminate and the only right of the holders of such Rights will be to exchange such Rights for the amount of securities determined in accordance with the exchange ratio.

Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of StanCorp, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders or to StanCorp, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for common stock (or other consideration) of StanCorp or for common stock of the acquiring company as set forth above.

The Series A Preferred Shares will be nonredeemable. The Series A Preferred Shares may rank on a lower priority in respect of the preference as to dividends and the distribution of assets with other classes or series of StanCorp’s preferred stock. Each share of Series A Preferred Shares will be entitled to an aggregate of 100 times the cash and noncash (payable in kind) dividends and distributions (other than dividends and distributions payable in common stock) declared on the common stock. In the event of liquidation, the holders of Series A Preferred Shares will be entitled to receive a liquidation payment in an amount equal to 100 times the payment made per share of common stock, plus an amount equal to declared and unpaid dividends and distributions thereon before any distribution may be made to the holders of shares of stock ranking junior to the Series A Preferred Shares. In the event of any merger, consolidation or other transaction in which common stock is exchanged, each share of Series A Preferred Shares will be entitled to receive 100 times the amount received per share of common stock. The dividend and liquidation rights of the Series A Preferred Shares are protected by antidilution provisions. Each share of Series A Preferred Shares will be entitled to 100 votes (subject to certain adjustments) on all matters submitted to the shareholders.

The shareholder rights plan is designed to protect shareholders of StanCorp in the event of unsolicited offers to acquire StanCorp and other coercive takeover tactics which, in the opinion of the board of directors, could impair its ability to represent shareholder interests. The provisions of the Shareholder Rights Plan may render an unsolicited takeover of StanCorp more difficult or less likely to occur or might prevent such a takeover, even though such takeover may offer StanCorp’s shareholders the opportunity to sell their stock at a price above the prevailing market rate and may be favored by a majority of the shareholders.

Oregon Control Share Statutes.    StanCorp is subject to the Oregon Control Share Act (the “Control Share Act”). The Control Share Act generally provides that a person (the “Acquiror”) who acquires voting stock of an Oregon corporation in a transaction (other than a transaction in which voting shares are acquired from the issuing public corporation) that results in the Acquiror holding more than 20%, 33-1/3% or 50% of the total voting power of the corporation (a “Control Share Acquisition”) cannot vote the shares it acquires in the Control Share Acquisition (“control shares”) unless voting rights are accorded to the control shares by (1) the holders of a majority of the outstanding voting shares and (2) the holders of a majority of the outstanding voting shares, excluding the control shares held by the Acquiror and shares held by StanCorp’s officers and inside directors. This vote would be required at the time an Acquiror’s holdings exceeded 20% of the total voting power, and again at the time the Acquiror’s holdings exceeded 33-1/3% and 50%, respectively. The term “Acquiror” is broadly defined to include persons acting as a group.

The Acquiror may, but is not required to, submit to StanCorp a statement setting forth certain information about the Acquiror and its plans with respect to StanCorp. The statement may also request that StanCorp call a special meeting of the shareholders to determine whether voting rights will be accorded to the control shares. If the Acquiror does not request a special meeting of shareholders, the issue of voting rights of control shares will be considered at the next annual or special meeting of shareholders that is held more than 60 days after the date of the Control Share Acquisition. If the Acquiror’s control shares are accorded voting rights and represent a majority or more of all voting power, shareholders who do not vote in favor of voting rights for the control shares will have the right to receive the appraised “fair value” of their shares, which may not be less than the highest price paid per share by the Acquiror for the control shares.

Business Combinations Under Oregon Law.    StanCorp is also subject to certain provisions of the Oregon Business Corporation Act that govern business combinations between corporations and interested shareholders (the “Business Combination Act”). The Business Combination Act generally provides that if a person or entity acquires 15% or more of the outstanding voting stock of an Oregon corporation (an “Interested Shareholder”), the

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corporation and the Interested Shareholders, or any affiliated entity of the Interested Shareholders, may not engage in certain business combination transactions for three years following the date the person became an Interested Shareholder. Business combination transactions for this purpose include:

• a merger or plan of share exchange with or caused by the Interested Shareholders;

• any sale, lease, mortgage or other disposition of the assets of the corporation to or with an Interested Shareholder where such assets have an aggregate market value equal to 10% or more of the aggregate market value of such corporation’s assets or outstanding capital stock;

• certain transactions that result in the issuance or transfer of capital stock of the corporation to the Interested Shareholders; and

• receipt by the Interested Shareholder of the benefit of any loan, guarantee or any other financial benefit, except proportionately as a shareholder of the corporation.

These restrictions do not apply if:

• the Interested Shareholder, as a result of the transaction in which such person became an Interested Shareholder, owns at least 85% of the outstanding voting stock of the corporation (disregarding shares owned by directors who are also officers and certain employee benefit plans);

• the board of directors approves the business combination or the transaction that resulted in the shareholder becoming an Interested Shareholder before the Interested Shareholder acquires 15% or more of the corporation’s voting stock; or

• the board of directors and the holders of at least two–thirds of the outstanding voting stock of the corporation not owned by the Interested Shareholder approved the business combination after the Interested Shareholder acquires 15% or more of the corporation’s voting stock.

The Control Share Act and the Business Combination Act will have the effect of encouraging any potential acquiror to negotiate with our Board of Directors and will also discourage potential acquirors unwilling to comply with the provisions of these laws. These laws make us less attractive for takeover.

Fair Price Provision.    Our articles of incorporation further provide that if a person or entity acquires, directly or indirectly, beneficial ownership of 15% or more of the outstanding voting stock of StanCorp (a “Substantial Shareholder”), StanCorp and the Substantial Shareholder or any affiliate of the Substantial Shareholder may not engage in certain business combination transactions without the approval of at least 70% of the outstanding voting shares unless:

• two-thirds of the directors who served on the board of directors immediately prior to the time when such person or entity became a Substantial Shareholder have approved, in advance, the transaction that caused such person or entity to become a Substantial Shareholders;

• two-thirds of the directors who served on the board of directors immediately prior to the time when such person or entity became a Substantial Shareholder have approved such business combination with the Substantial Shareholder; or

• certain equal price criteria are met.

Business combinations under this provision are generally of the same types as those covered by the Business Combination Act.

Restrictions on Acquisitions of Securities.    StanCorp owns all of the outstanding shares of capital stock of Standard Insurance Company and The Standard Life Insurance Company of New York. Under the Oregon demutualization statute, neither a person nor a group of persons acting in concert may acquire, through public offering, exchange or subscription rights or otherwise, more than 5% of the shares of capital stock of StanCorp or any subsidiary thereof (including Standard) during the five year period ending April 21, 2004 (five years after the demutualization of Standard), except with the approval of the Director of the Oregon Department of Consumer and Business Services (the “Oregon Department”). In addition, Oregon and New York laws applicable to StanCorp

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generally provide that no person may seek to acquire control of StanCorp, and thus indirect control of our insurance subsidiaries, without the prior approval of the Oregon Department and the New York Superintendent of Insurance. Generally, any person who directly or indirectly owns, controls, holds with power to vote, or holds proxies representing 10% or more of StanCorp’s voting securities would be presumed to have acquired such control, unless the Oregon Department and the New York Superintendent of Insurance upon application determine otherwise.

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DESCRIPTION OF DEBT SECURITIES

General

This prospectus describes certain general terms and provisions of our debt securities. When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a prospectus supplement. We will also indicate in the prospectus supplement whether the general terms and provisions described in this prospectus apply to a particular series of debt securities. Unless otherwise specified in a prospectus supplement, the debt securities will be our direct, unsecured obligations.

We will issue the debt securities under an indenture or indentures between us and a commercial bank or trust company, or other duly qualified trustee, as trustee (each, a “Trustee”). Our senior debt securities will be issued under a Senior Indenture and our subordinated debt securities will be issued under a Subordinated Indenture. The Senior Indenture and the Subordinated Indenture, as amended or supplemented from time to time, are sometimes referred to individually as an “Indenture” and collectively as the “Indentures.” We have summarized select portions of the Indentures below. The summary is not complete. The forms of the Indentures have been filed as exhibits to the registration statement and you should read these Indentures for provisions that may be important to you.

We are a holding company. We derive substantially all of our income from our operating subsidiaries. As a result, our cash flows and consequent ability to service our obligations, including our debt securities, are dependent upon the earnings of our subsidiaries, and distributions of those earnings to us, and other payments or distributions of funds by our subsidiaries to us, including payments to us of principal and interest under intercompany indebtedness. Our subsidiaries are separate and distinct legal entities and will have no obligations, contingent or otherwise, to pay any dividends or make any other distribution (except for payments required pursuant to the terms of intercompany indebtedness) to us or to otherwise pay amounts due or to make specific funds available for such payments with respect to our debt securities. Various financing arrangements, regulatory restrictions, charter provisions and other instruments may impose certain restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans or advances.

Except to the extent that we or our creditors have a priority or equal claim as a creditor directly against our subsidiaries, payments due on the debt securities effectively will be subordinated to the debt and preferred stock of the subsidiaries because, as the common shareholder of those subsidiaries, we will be subject to the prior claims of their creditors. In addition, our subsidiary, StanCorp Mortgage Investors, has guaranteed all of the obligations outstanding from time to time under our revolving credit agreement, and our subsidiary, Standard Insurance Company, has guaranteed these obligations to the extent they are in excess of $20 million. Our revolving credit agreement provides for $100 million of loans through May 31, 2003, when it terminates. As of June 30, 2002, our subsidiaries had approximately $10 million of debt outstanding. As of June 30, 2002, approximately $82 million was outstanding under our revolving credit agreement. Our debt securities effectively will also be subordinated to any of our secured indebtedness to the extent of any such security. Furthermore, our obligations with respect to any subordinated debt securities will be subordinate and junior in right of payment to our obligations under our senior debt, including the senior debt securities.

Terms

The terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in an officer’s certificate or by a supplemental indenture. The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series.

We can issue an unlimited amount of debt securities under the Indenture that may be in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will set forth in a prospectus supplement the aggregate principal amount and the specific terms of a particular series of debt securities being offered, including the following:

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• the title of the debt securities and whether they are senior debt securities or subordinated debt securities;

• the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;

• any limit on the aggregate principal amount of the debt securities;

• the date or dates on which we will pay the principal on the debt securities;

• the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;

• the place or places where principal of, premium and interest on the debt securities will be payable;

• the terms and conditions upon which we may redeem the debt securities;

• any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities;

• the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;

• the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;

• whether the debt securities will be issued in the form of certificated debt securities or global debt securities;

• any provisions relating to any security provided for the debt securities;

• any addition to or change in the events of default described in this prospectus or in the Indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the Indenture with respect to the debt securities;

• any addition to or change in the covenants described in this prospectus or in the Indenture with respect to the debt securities;

• any other terms of the debt securities, which may modify or delete any provision of the Indenture as it applies to that series; and

• any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities.

For subordinated debt securities, the applicable prospectus supplement will also describe (a) our right, if any, to extend the interest payment periods and the duration of such extension and (b) the subordination terms of our subordinated debt securities.

In addition, the Indenture allows us to issue convertible debt securities. Any conversion provisions of a particular series of debt securities will be set forth in the officer’s certificate or supplemental indenture relating to that series of debt securities and will be described in the relevant prospectus supplement. Such terms may include provisions for conversion, either mandatory, at the option of the holder or at our option, in which case the number of shares of common stock, preferred stock or other securities to be received by the holders of debt securities would be calculated as of a time and in the manner stated in the prospectus supplement.

We may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant to the terms of the Indenture. We will

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provide you with information on the federal income tax considerations and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.

The Indenture does not limit the aggregate principal amount of debt securities that may be issued thereunder. Our bylaws require authorization by the board of directors in order for us to borrow money or otherwise incur debt. The Indenture does not contain any provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction or in the event of a change of control.

Subordination

The Subordinated Indenture provides that our subordinated debt securities are subordinate and junior in right of payment to all of our Senior Indebtedness (as defined below) as provided in the Subordinated Indenture. Unless otherwise provided in the applicable prospectus supplement, the payment of principal of, interest on and all other amounts owing in respect of the subordinated debt securities will be subordinated in right of payment to the prior payment in full in cash of principal of, interest on and all other amounts owing in respect of all our Senior Indebtedness.

Upon any distribution of our assets to creditors upon any dissolution, winding-up, liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of and premium, if any, and interest due or to become due on, all Senior Indebtedness must be paid in full before the holders of our subordinated debt securities are entitled to receive or retain any payment. The rights of the holders of our subordinated debt securities will be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions applicable to Senior Indebtedness until all amounts owing on our subordinated debt securities are paid in full.

The term “Senior Indebtedness” shall mean, unless otherwise specified in one or more applicable supplemental indentures or approved pursuant to a board resolution in accordance with the Subordinated Indenture, with respect to us:

(1)  the principal (including redemption payments), premium, if any, interest and other payment obligations in respect of (A) our indebtedness for money borrowed and (B) our indebtedness evidenced by securities, debentures, bonds, notes or other similar instruments issued by us, including any such securities issued under any deed, indenture or other instrument to which we are a party (including, for the avoidance of doubt, indentures pursuant to which senior debt securities have been or may be issued);

(2)  all of our capital lease obligations;

(3)  all of our obligations issued or assumed as the deferred purchase price of property, all of our conditional sale obligations, all of our hedging agreements and agreements of a similar nature thereto and all agreements relating to any such agreements, and all of our obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

(4)  all of our obligations for reimbursement on any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction;

(5)  all obligations of the type referred to in clauses (1) through (4) above of other persons for the payment of which we are responsible or liable as obligor, guarantor or otherwise;

(6)  all obligations of the type referred to in clauses (1) through (5) above of other persons secured by any lien on any of our property or assets (whether or not such obligation is assumed by us); and

(7)  any deferrals, amendments, renewals, extensions, modifications and refundings of all obligations of the type referred to in clauses (1) through (6) above, in each case whether or not contingent and whether outstanding at the date of effectiveness of the Subordinated Indenture or thereafter incurred,

except, in each case, for the subordinated debt securities and any such other indebtedness or deferral, amendment, renewal, extension, modification or refunding that contains express terms, or is issued under a deed, indenture or other instrument which contains express terms, providing that it is subordinate to or ranks equal with the subordinated debt securities.

Such senior indebtedness shall continue to be senior indebtedness and be entitled to the benefits of the subordination provisions of the Subordinated Indenture irrespective of any amendment, modification or waiver of any term of such senior indebtedness and notwithstanding that no express written subordination agreement may have been entered into between the holders of such senior indebtedness and the trustee or any of the holders of subordinated debt securities.

Unless otherwise noted in the accompanying prospectus supplement, if we default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, unless and until such default is cured or waived or ceases to exist, we will make no direct or indirect payment (in cash, property, securities, by set-off or otherwise) in respect of the principal of or interest on the subordinated debt securities or in respect of any redemption, retirement, purchase or other requisition of any of the subordinated debt securities.

In the event of the acceleration of the maturity of any subordinated debt securities, the holders of all senior debt securities outstanding at the time of such acceleration will first be entitled to receive payment in full of all

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amounts due on the senior debt securities before the holders of the subordinated debt securities will be entitled to receive any payment of principal (and premium, if any) or interest on the subordinated debt securities.

If any of the following events occurs, we will pay in full all Senior Indebtedness before we make any payment or distribution under the subordinated debt securities, whether in cash, securities or other property, to any holder of subordinated debt securities:

• any dissolution or winding-up or liquidation or reorganization of StanCorp, whether voluntary or involuntary or in bankruptcy, insolvency or receivership;

• any general assignment by us for the benefit of creditors; or

• any other marshaling of our assets or liabilities.

In such event, any payment or distribution under the subordinated debt securities, whether in cash, securities or other property, which would otherwise (but for the subordination provisions) be payable or deliverable in respect of the subordinated debt securities, will be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness has been paid in full. If any payment or distribution under the subordinated debt securities is received by the Trustee of any subordinated debt securities in contravention of any of the terms of the Subordinated Indenture and before all the Senior Indebtedness has been paid in full, such payment or distribution or security will be received in trust for the benefit of, and paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full.

The Subordinated Indenture does not limit the aggregate amount of Senior Indebtedness which may be issued. As of June 30, 2002, we had approximately $82 million of Senior Indebtedness outstanding.

As our subordinated debt securities will be issued by us, the subordinated debt securities effectively will be subordinate to all obligations of our subsidiaries, and the rights of our creditors, including holders of the subordinated debt securities, to participate in the assets of such subsidiaries upon liquidation or reorganization will be junior to the rights of the holders of all preferred stock, indebtedness and other liabilities of such subsidiaries, which may include trade payables, obligations to banks under credit facilities, guarantees, pledges, support arrangements, bonds, capital leases, notes and other obligations.

Form, Exchange, Registration and Transfer

Each series of debt securities will be issued in registered form and, unless otherwise specified in the applicable prospectus supplement, will be represented by one or more global certificates. If not represented by one or more global certificates, you may present debt securities for registration of transfer (with, if so required, a duly executed written instrument or instruments of transfer) or exchange, at the office of the registrar or at the office of any transfer agent designated for such purpose with respect to any series of debt securities and referred to in an applicable prospectus supplement, without service charge and upon payment of any taxes and other governmental charges as described in the Indenture. Such transfer or exchange will be effected upon the registrar or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. If a prospectus supplement refers to any transfer agent (in addition to the registrar) initially designated by us with respect to any series of debt securities, we may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for such series. We may at any time designate additional transfer agents with respect to any series of debt securities.

In the event of any partial redemption, we shall not be required to (1) issue, register the transfer of or exchange any debt security during a period beginning at the opening of business 15 days before any selection for redemption of debt securities of like tenor and of the series of which such debt security is a part, and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all holders of debt securities of like tenor and of such series to be redeemed and (2) register the transfer of or exchange

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any debt securities so selected for redemption, in whole or in part. We will be required to register the unredeemed portion of any debt security being redeemed in part.

Paying Agents and Payment

Unless otherwise indicated in the applicable prospectus supplement, the Trustee will act as paying agent with respect to the debt securities. We may at any time designate additional paying agents or rescind the designation of any paying agents or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for each series of the respective debt securities.

Unless otherwise indicated in the prospectus supplement or unless the debt securities are represented by one or more global certificates, principal of and any premium and interest, if any, on debt securities will be payable, subject to any applicable laws and regulations, at the office of the paying agent for such debt securities except if we decide that your payments on the debt securities may be made:

• by checks mailed by the Trustee on the relevant payment date to the holders of the debt securities entitled to the payments at their registered addresses as specified in the register for such debt securities, or

• to a holder of $1,000,000 or more in aggregate principal amount of debt securities who has delivered a written request to the Trustee at least 14 days before the relevant payment date, electing to have payments made by wire transfer of immediately available funds to a designated account in the United States.

However, the payment of principal with respect to any debt security will be made only upon surrender of such debt security to the Trustee. Unless otherwise indicated in the prospectus supplement, payment of interest on any debt security on any interest payment date will be made to the person in whose name such debt security (or predecessor security) is registered at the close of business on the regular record date for such interest payment.

All moneys paid by us to a paying agent for the payment of the principal of or premium, if any, or interest on any debt security of any series that remain unclaimed at the end of two years after such principal, premium, if any, or interest shall have become due and payable will be repaid to us. Thereafter the holder of such debt security will look only to us and not to a paying agent for payment of such debt security.

Modification of the Indenture

The Indenture contains provisions permitting us and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the debt securities of each series which are affected by the modification, to modify the Indenture or any supplemental indenture affecting that series or the rights of the holders of that series of debt securities. No such modification may, however, without the consent of the holder of each outstanding debt security affected thereby:

• extend the fixed maturity of any debt securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof;

• reduce the amount of principal of an original issue discount debt security or any other debt security payable upon acceleration of the maturity thereof;

• change the currency in which any debt security or any premium or interest is payable;

• impair the right to enforce any payment on or with respect to any debt security;

• adversely change the right to convert or exchange, including decreasing the conversion rate or increasing the conversion price of, any debt security (if applicable);

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• reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is required for modification or amendment of the Indenture or for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults;

• reduce the requirements contained in the Indenture for quorum or voting; or

• modify any of the above provisions.

In addition, we and the Trustee may execute, without the consent of any holder of debt securities (including the debt securities being offered hereby), any supplemental indenture for certain other usual purposes, including the creation of any new series of debt securities.

Events of Default

The Indenture provides that any one or more of the following described events, which has occurred and is continuing, constitutes an “Event of Default” with respect to each series of debt securities:

• default for 30 days in payment of interest on any debt security of such series;

• default in payment of principal or premium, if any, on any debt security of such series when due, regardless of whether such payment became due because of maturity, redemption, acceleration or otherwise;

• default in other covenants (other than those specifically relating to one or more other series) for 90 days after notice;

• certain defaults with respect to our debt (other than the debt securities or other non-recourse debt) in any aggregate principal amount in excess of $30 million consisting of the failure to make any payment at maturity or that results in acceleration of the maturity of such debt; or

• certain events in bankruptcy, insolvency or reorganization.

The holders of a majority in aggregate outstanding principal amount of any series of the debt securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee for that series. Either the Trustee or the holders of not less than 25% in aggregate outstanding principal amount of any particular series of the debt securities may declare the principal due and payable immediately upon an Event of Default with respect to such series. In the case of an Event of Default involving certain events in bankruptcy, insolvency or reorganization, however, acceleration is automatic. The holders of a majority in aggregate outstanding principal amount of such series may annul such declaration and waive an Event of Default if it has been cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with the Trustee.

The holders of a majority in aggregate outstanding principal amount of all series of the debt securities issued under the Indenture and affected thereby may, on behalf of the holders of all the debt securities of such series, waive any past default, except a default in the payment of principal, premium, if any, or interest. We are required to file annually with the Trustee a certificate as to whether or not we are in compliance with all the conditions and covenants under the Indenture.

Consolidation, Merger and Sale

We may not (1) merge with or into or consolidate with another corporation or sell, assign, transfer, lease or convey all or substantially all of our properties and assets to any other corporation, and (2) no corporation may merge with or into or consolidate with us unless:

• immediately prior to and immediately after giving effect to such transaction, no Event of Default has occurred and is continuing;

• we are the surviving corporation or the corporation formed by or surviving such merger or consolidation or to which such sale, assignment, transfer, lease or conveyance has been made, if other

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than us, is incorporated in the United State of America or Canada and has expressly assumed by supplemental indenture all our obligations under the debt securities and the Indenture; and

• we deliver to the Trustee an officers’ certificate and an opinion of counsel, each stating that such transaction complies with the provisions of the Indenture.

Certain Covenants of StanCorp

Under the terms of the Indenture, except as otherwise specified in a prospectus supplement with respect to a particular series of debt securities, we will be subject to the following additional covenants:

Limitation on Liens.    So long as any debt securities are outstanding, neither we nor any of our subsidiaries will create, assume, incur or guarantee any debt which is secured by any mortgage, pledge, lien, security interest or other encumbrance on any capital stock of:

• Standard Insurance Company;

• any successor to substantially all of the business of Standard Insurance Company which is also our subsidiary; or

• any corporation having direct or indirect control of Standard Insurance Company or any such successor.

However, this restriction will not apply if the debt securities then outstanding are secured at least equally and ratably with the otherwise prohibited secured debt so long as it is outstanding.

Limitations on Dispositions of Stock of Certain Subsidiaries.    So long as any debt securities are outstanding and subject to the provisions of the Indenture regarding mergers, consolidations and sales of assets, neither we nor any of our subsidiaries will sell or otherwise dispose of any shares of capital stock (other than preferred stock having no voting rights of any kind) of:

• Standard Insurance Company;

• any successor to substantially all of the business of Standard Insurance Company which is also our subsidiary; or

• any corporation having direct or indirect control of Standard Insurance Company or any such successor;

Except for, in each case, a sale or disposition:

• to our wholly owned subsidiary;

• for at least fair value (as determined by our board of directors acting in good faith); or

• to comply with an order of a court or regulatory authority of competent jurisdiction, other than an order issued at our request or the request of any of our subsidiaries.

Defeasance and Discharge

We may discharge certain obligations to holders of any series of debt securities issued under the Indenture that have not already been delivered to the Trustee for cancellation and that have either become due and payable or are by their terms due and payable within one year (or scheduled for redemption within one year) by irrevocably depositing with the Trustee cash or U.S. government obligations as trust funds in an amount certified by a nationally recognized firm of independent accounts to be sufficient to pay when due, whether at maturity, upon redemption or otherwise, the principal of (and premium, if any) and interest on such debt securities.

We may discharge certain obligations to holders of any series of debt securities not covered in the previous paragraph by (a) irrevocably depositing with the Trustee cash or U.S. government

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obligations as trust funds in an amount certified by a nationally recognized firm of independent accounts to be sufficient to pay when due, whether at maturity, upon redemption or otherwise, the principal of (and premium, if any) and interest on such debt securities, and (b) delivering to the Trustee an opinion of counsel stating that the holders of debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and discharge, and will be subject to federal income tax on the same amount, and in the same manner and at the same times as would have been the case if such deposit and discharge had not occurred.

In addition to discharging certain obligations under the Indenture as stated above, we will be deemed to have paid and discharged the entire indebtedness on the debt securities of such series if we satisfy the conditions in either of the two preceding paragraphs, except for the requirement of the opinion of counsel referred to in the immediately preceding paragraph, and if:

(1)  we deliver to the Trustee an opinion of counsel stating that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or, since the date of the Indenture, there has been a change in applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, and (b) such deposit shall not result in us, the Trustee or the trust resulting from the defeasance being deemed an “investment company” under the Investment Company Act of 1940, as amended; and

(2)  no event or condition shall exist that would prevent us from making payments of the principal of (and premium, if any) or interest on the debt securities on the date of such deposit or at any time during the period ending on the ninety-first day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

In the event of any such defeasance and discharge of debt securities of such series, holders of debt securities of such series would be able to look only to such trust fund for payment of principal of (and premium, if any) and interest, if any, on the debt securities of such series.

Governing Law

The Indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

Information Concerning the Trustee

The Trustee, before default, undertakes to perform only such duties as are specifically set forth in the Indenture and, after default, shall exercise the same degree of care as a prudent person would exercise in the conduct of his or her own affairs. Subject to this, the Trustee is under no obligation to exercise any of the powers vested in it by the Indenture at the request of any holder of debt securities, unless offered reasonable indemnity by such holder against the costs, expenses and liabilities which might be incurred thereby. The Trustee is not required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties if the Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.

Assignment

The Indenture will be binding upon and inure to the benefit of the parties thereto and their respective successors and assigns. The Indenture provides that it may not be assigned by the parties thereto.

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DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of preferred or common stock, either independently or together with other securities. Each series of warrants will be issued under a warrant agreement to be entered into between us and a bank or trust company. You should refer to the warrant agreement relating to the specific warrants being offered for the complete terms of such warrant agreement and the warrants.

Each warrant will entitle the holder to purchase the number of shares of our preferred or common stock at the exercise price set forth in, or calculable as set forth in any applicable prospectus supplement. The exercise price may be subject to adjustment upon the occurrence of certain events, as set forth in any applicable prospectus supplement. After the close of business on the expiration date of the warrant, unexercised warrants will become void. The place or places where, and the manner in which, warrants may be exercised shall be specified in any applicable prospectus supplement.

BOOK-ENTRY SYSTEM

Unless otherwise stated in the applicable prospectus supplement, book-entry securities for our stock and debt securities will be issued in the form of a global security and deposited with The Depository Trust Company, New York, New York (“DTC”). This means that we will not issue security certificates to each holder. One or more global securities will be issued to DTC who will keep a computerized record of its participants (for example, your broker) whose clients have purchased the securities. The participant will then keep a record of its clients who purchased the securities. Unless it is exchanged in whole or in part for a certificate, a global security may not be transferred, except that DTC, its nominees and their successors may transfer a global security as a whole to one another.

Beneficial interests in global securities will be shown on, and transfers of global securities will be made only through, records maintained by DTC and its participants.

DTC has provided us the following information: DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants (“Direct Participants”) deposit with DTC. DTC also records the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through computerized records for Direct Participant’s accounts. This eliminates the need to exchange security certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.

Other organizations such as securities brokers and dealers, banks and trust companies that work through a Direct Participant also use DTC’s book-entry system. The rules that apply to DTC and its participants are on file with the SEC.

A number of its Direct Participants and the New York Stock Exchange, Inc., The American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. own DTC.

We will wire dividends, principal and interest payments to DTC’s nominee. We and the Trustee will treat DTC’s nominee as the owner of the global securities for all purposes. Accordingly, we, the Trustee and any Paying Agent will have no direct responsibility or liability to pay amounts due on the global securities to beneficial interests in the global securities.

It is DTC’s current practice, upon receipt of any dividends, payment of principal or interest, to credit Direct Participant’s accounts on the payment date according to their respective holdings of beneficial interests in the global securities as shown on DTC’s records. In addition, it is DTC’s current practice to assign any consenting or voting rights to Direct Participants whose accounts are credited with securities on a record date. The customary practices between the participants and owners of beneficial interests will govern payments by participants to owners of

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beneficial interests in the global securities and voting by participants, as is the case with securities held for the account of customers registered in “street name.” However, payments will be the responsibility of the participants and not of DTC, the Trustee or us.

According to DTC, the foregoing information with respect to DTC has been provided to the Direct Participants and other members of the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

Securities represented by a global certificate will be exchangeable for definitive securities with the same terms in authorized denominations only if:

• DTC notifies us that it is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under applicable law and a successor depositary in not appointed by us within 90 days; or

• we determine to discontinue use of DTC’s book-entry system; or

• an event of default occurs and is continuing with respect to the debt securities under the Indenture, and the holders of a majority in aggregate principal amount of the debt securities determine to discontinue use of DTC’s book-entry system.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be accurate, but we assume no responsibility for the accuracy thereof. We have no responsibility for the performance by DTC or its Participants of their respective obligations as described herein or under the rules and procedures governing their respective operations.

PLAN OF DISTRIBUTION

We may sell the securities in any of three ways: (1) through underwriters or dealers; (2) directly to a limited number of institutional purchasers or to a single purchaser; or (3) through agents. Any such dealer or agent, in addition to any underwriter, may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended, and any discounts or commissions they receive from us and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the Securities Act. The terms of the offering of the securities with respect to which this prospectus is being delivered will be set forth in the applicable prospectus supplement and will include:

• the name or names of any underwriters, dealers or agents;

• the purchase price of such securities and the proceeds to us from such sale;

• any underwriting discounts and other items constituting underwriters’ compensation;

• the public offering price; and

• any discounts or concessions which may be allowed or reallowed or paid to dealers and any securities exchanges on which the securities may be listed.

If underwriters are used in the sale of securities, such securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more underwriters acting alone. Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase the securities described in the applicable prospectus supplement will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all such securities if any are so purchased by them. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

The securities may be sold directly by us or through agents designated by us from time to time. Any agents involved in the offer or sale of the securities in respect of which this prospectus is being delivered, and any

21

commissions payable by us to such agents, will be set forth in the applicable prospectus supplement. Unless otherwise indicated in the applicable prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment.

If dealers are utilized in the sale of any securities, we will sell the securities to the dealers, as principals. Any dealer may resell the securities to the public at varying prices to be determined by the dealer at the time of resale. The name of any dealer and the terms of the transaction will be set forth in the prospectus supplement with respect to the securities being offered.

Securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms, which we refer to herein as the “remarketing firms,” acting as principals for their own accounts or as our agents, as applicable. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters, as that term is defined in the Securities Act of 1933, as amended, in connection with the securities remarketed thereby.

If so indicated in the applicable prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase the securities to which this prospectus and the applicable prospectus supplement relates from us at the public offering price set forth in the applicable prospectus supplement, plus, if applicable, accrued interest pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the applicable prospectus supplement will set forth the commission payable for solicitation of such contracts.

Underwriters will not be obligated to make a market in any securities. No assurance can be given regarding the activity of trading in, or liquidity of, any securities.

Agents, dealers, underwriters and remarketing firms may be entitled, under agreements entered into with us, to indemnification by us against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribution to payments they may be required to make in respect thereof. Agents, dealers, underwriters and remarketing firms may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.

Each series of securities will be a new issue and, other than the common shares, which are listed on the New York Stock Exchange, will have no established trading market. We may elect to list any series of securities on an exchange, and in the case of the common shares, on any additional exchange, but, unless otherwise specified in the applicable prospectus supplement, we shall not be obligated to do so. No assurance can be given as to the liquidity of the trading market for any of the securities.

The place, time of delivery and other terms of the offered securities will be described in the prospectus supplement.

LEGAL OPINIONS

Stoel Rives LLP, Portland, Oregon, will pass upon the validity of the offered securities for us. If the securities are being distributed in an underwritten offering, certain legal matters will be passed upon for the underwriters by counsel identified in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference from our Annual Report on Form 10-K have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

22

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 with the SEC under the Securities Act of 1933. This prospectus is part of the registration statement, but the registration statement also contains or incorporates by reference additional information and exhibits. We are subject to the informational requirements of the Securities Exchange Act of 1934 and, therefore, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement and any document that we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can call the SEC’s toll-free telephone number at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains a web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companies, such as us, that file documents with the SEC electronically. The documents can be found by searching the EDGAR Archives of the SEC electronically.

The SEC allows us to “incorporate by reference” the information that we file with the SEC which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and you should read it with the same care. Later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the following documents previously filed with the SEC:

1.  our Annual Report on Form 10-K for the year ended December 31, 2001;

2.  our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

3.  our Current Report on Form 8-K dated May 29, 2002; and

4.  our Proxy Statement dated March 29, 2002.

We are also incorporating by reference all additional documents that we file with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 between the date of the initial filing of the registration statement of which this prospectus is a part and the effectiveness of the registration statement, as well as between the date of this prospectus and the time that all of the securities registered are sold.

You may request a free copy of these filings by writing or telephoning us at the following address:

StanCorp Financial Group, Inc

Attention: Investor Relations

1100 SW Sixth Avenue

Portland, Oregon 97204

Telephone: (503) 321-7097

You should rely only on the information incorporated by reference or provided in this prospectus or any applicable prospectus supplement. We have not authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. Our business, financial position, results of operations and prospects may have changed since those dates.

23

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

Registration fee	$	92,000	*
Rating agency fees		500,000
Printing and delivery of registration statement, prospectus, certificates, etc.		100,000
Counsel fees		50,000
Accountants’ fees		5,500
Stock exchange listing fees		10,000
Trustee fees		7,500
Blue sky expenses		5,000
Miscellaneous expenses		5,000
Total	$	775,000

* Actual expenses; all other expenses are estimates.

Item 15.    Indemnification of Directors and Officers.

The Articles of Incorporation, as amended (“Articles”), of StanCorp Financial Group, Inc. (“StanCorp”) contain a provision that eliminates the personal liability of a director to StanCorp and its shareholders for monetary damages for conduct as a director, except to the extent not permitted by the Oregon Business Corporation Act (“OBCA”). If a director were to breach the duty of care in performing his or her duties as a director, neither StanCorp nor its shareholders could recover monetary damages from the director, and the only course of action available to the shareholders would be equitable remedies, such as an action to enjoin or rescind a transaction involving a breach of duty. To the extent certain claims against directors are limited to equitable remedies, this provision may reduce the likelihood of derivative litigation and may discourage shareholders or management from initiating litigation against directors for breach of their duty. Additionally, equitable remedies may not be effective in many situations. If a shareholder’s only remedy is to enjoin the completion of the board’s action, this remedy would be ineffective if the shareholder does not become aware of a transaction or event until after it has been completed. In such a situation, it is possible that the shareholders and StanCorp would have no effective remedy against the directors. Under the Articles, liability for monetary damages remains for (i) any breach of the duty of loyalty to StanCorp or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payment of an improper dividend or improper repurchase or redemption of StanCorp’s stock under Section 60.367 of the OBCA, or (iv) any transaction from which the director derived an improper personal benefit.

StanCorp’s Articles and Bylaws require StanCorp to indemnify directors and officers to the fullest extent permitted by law or not prohibited by law, respectively. The right to and amount of indemnification ultimately will be subject to determination by a court that indemnification in the circumstances presented is consistent with public policy considerations and other provisions of law. It is likely, however, that the Articles would require indemnification at least to the extent that indemnification is authorized by the OBCA. The effect of the OBCA is summarized as follows:

(a)  The OBCA permits StanCorp to grant a right of indemnification in respect of any pending, threatened or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, other than an action by or in the right of StanCorp, against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred, provided the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of StanCorp, and, with respect to any

II-1

criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Indemnification is not permitted in connection with a proceeding in which a person is adjudged liable on the basis that personal benefit was improperly received unless indemnification is permitted by a court upon a finding that the person is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances. The termination of a proceeding by judgment, order, settlement, conviction or plea of NOLO CONTENDERE or its equivalent is not, of itself, determinative that the person did not meet the prescribed standard of conduct.

(b)  The OBCA permits StanCorp to grant a right of indemnification in respect of any proceeding by or in the right of StanCorp against the reasonable expenses (including attorneys’ fees) incurred, if the person concerned acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of StanCorp, except that no indemnification may be granted if such person is adjudged to be liable to the Company unless permitted by a court.

(c)  Under the OBCA, StanCorp may not indemnify a person in respect of a proceeding described in (a) or (b) above unless it is determined that indemnification is permissible because the person has met the prescribed standard of conduct by any one of the following:

(1)  the Board of Directors, by a majority vote of a quorum consisting of directors not at the time parties to the proceeding,

(2)  if a quorum of directors not parties to the proceeding cannot be obtained, by a majority vote of a committee of two or more directors not at the time parties to the proceeding,

(3)  by special legal counsel selected by the Board of Directors or the committee thereof, as described in (1) and (2) above, or, if quorum cannot be obtained as in (1) and (2) above, by majority vote of the full Board of Directors, including directors part of the proceeding, or

(4)  by the shareholders.

Authorization of the indemnification and evaluation as to the reasonableness of expenses are to be determined as specified in any one of (1) through (4) above, except that if the determination of such indemnification’s permissibility is made by special counsel, then authorization of indemnification and the determination of the reasonableness of such expenses is to be made by those entitled to select special counsel. A court can also order indemnification if the court determines that indemnification is mandatory by law, or is fair in view of all of the relevant circumstances. Notwithstanding the foregoing, every person who has been wholly successful, on the merits or otherwise, in defense of a proceeding described in (a) or (b) above is entitled to be indemnified as a matter of right against reasonable expenses incurred in connection with the proceeding.

(d)  Under the OBCA, StanCorp may pay for or reimburse the reasonable expenses incurred in defending a proceeding in advance of the final disposition thereof if the director or officer receiving the advance furnishes (i) a written affirmation of the director’s or officer’s good faith belief that he or she has met the prescribed standard of conduct and (ii) a written undertaking to repay the advance if it is ultimately determined that such person did not meet the standard of conduct.

The rights of indemnification described above are not exclusive of any other rights of indemnification to which officers or directors may be entitled under any statute, agreement, vote of shareholders, action of directors or otherwise.

StanCorp has directors’ and officers’ liability insurance coverage that insures directors and officers of StanCorp against certain liabilities.

II-2

Item 16.    Exhibits and Financial Statement Schedules.

A list of exhibits included as part of this Registration Statement is set forth in an Exhibit Index, which immediately precedes such exhibits.

Item 17.    Undertakings.

(a)  The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(A)  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(B)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(C)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of determining liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

II-3

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d)  The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(e)  The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(f)  The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of that Act.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on July 3, 2002.

STANCORP FINANCIAL GROUP, INC.
By:	/s/    RONALD E. TIMPE
	Ronald E. Timpe Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been duly signed by the following persons on July 3, 2002 in the capacities indicated.

Signature	Title	Date
/s/    RONALD E. TIMPE          Ronald E. Timpe	Chairman & Chief Executive Officer	July 3, 2002
/s/    ERIC E. PARSONS         Eric E. Parsons	President & Chief Operating Officer	July 3, 2002
/s/    CINDY J. MCPIKE          Cindy J. McPike	Vice President, Controller & Treasurer, Principal Accounting Officer	July 3, 2002
/s/    *VIRGINIA L. ANDERSON         Virginia L. Anderson	Director	July 3, 2002
/s/    *FREDERICK W. BUCKMAN         Frederick W. Buckman	Director	July 3, 2002
/s/     *JOHN E. CHAPOTON         John E. Chapoton	Director	July 3, 2002
/s/    *BARRY J. GALT          Barry J. Galt	Director	July 3, 2002
/s/    *RICHARD GEARY         Richard Geary	Director	July 3, 2002

II-5

Signature	Title	Date
/s/    *WANDA G. HENTON         Wanda G. Henton	Director	July 3, 2002
/s/    *PETER O. KOHLER         Peter O. Kohler	Director	July 3, 2002
Jerome J. Meyer	Director	July 3, 2002
/s/    *RALPH R. PETERSON         Ralph R. Peterson	Director	July 3, 2002
/s/    *E. KAY STEPP         E. Kay Stepp	Director	July 3, 2002
Mike Thorne	Director	July 3, 2002

*By:	/s/    MICHAEL T. WINSLOW
	Michael T. Winslow (Attorney-in-Fact)

II-6

EXHIBIT INDEX

Exhibit No.	Description
+1(a)	Form of Underwriting Agreement relating to Common Stock
+1(b)	Form of Underwriting Agreement relating to Preferred Stock
+1(c)	Form of Underwriting Agreement relating to Debt Securities
**4(a)	Articles of Incorporation of StanCorp Financial Group, Inc., as amended, (Filed as Exhibit 4.1, Form 8-K dated May 7, 1999, File No. 1-14925)
**4(b)	Bylaws of StanCorp Financial Group, Inc. (Filed as Exhibit 3.1, Form S-1A, dated March 12, 1999, File No. 1-14925)
*4(c)	Form of Indenture relating to senior debt securities
*4(d)	Form of Indenture relating to subordinated debt securities
+4(e)	Form of supplemental indenture or other instrument establishing the issuance of one or more series of senior debt securities (including form of senior debt security)
+4(f)	Form of supplemental indenture or other instrument establishing the issuance of one or more series of subordinated debt securities (including form of subordinated debt security)
+4(g)	Form of Articles of Amendment for Preferred Stock, including Specimen Certificate
+4(h)	Form of Warrant Agreement and Trustee to be designated therein covering Common Stock Warrants to be offered hereunder, including Form of Common Stock Warrant attached thereto
+4(i)	Form of Warrant Agreement and Trustee to be designated therein covering Preferred Stock Warrants to be offered hereunder, including Form of Preferred Stock Warrant attached thereto
**4(j)	Form of Rights Agreement (Filed as Exhibit 4.2, Form 8-K dated May 7, 1999, File No. 1-14925)
*5	Opinion of Stoel Rives LLP
*10	Fourth and Fifth Amendments, dated June 29, 2002 and July 2, 2002, respectively, to the Credit Agreement among StanCorp Financial Group, Inc. and U.S. Bank National Association dated June 30, 2000.
*12	Statements re Computation of Ratios of Earnings to Fixed Charges
*23(a)	Consent of Deloitte & Touche LLP
*23(b)	Consent of Stoel Rives LLP (included in Exhibit 5 above)
*24	Powers of Attorney
*25(a)	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee under the Senior Indenture (Form T-1)
*25(b)	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee under the Subordinated Indenture (Form T-1)

* Filed herewith.

** Incorporated by reference.

+ To be filed pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 if applicable.

EX-4.(C)

                                                                    Exhibit 4(c)

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



                         STANCORP FINANCIAL GROUP, INC.



                                       and




                         U.S. BANK NATIONAL ASSOCIATION,


                                   as Trustee



                              _____________________




                                    INDENTURE


                           Dated as of July ___, 2002


                              _____________________




                             Senior Debt Securities


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



                              CROSS-REFERENCE TABLE



         Section of
     Trust Indenture Act                                     Section of
     of 1939, as amended                                     Indenture
     -------------------                                     -----------
                                                            
           310(a) ..........................................   7.09
           310(b) ..........................................   7.08
                  ..........................................   7.10
           310(c) ..........................................   Inapplicable
           311(a) ..........................................   7.13(a)
           311(b) ..........................................   7.13(b)
           311(c) ..........................................   Inapplicable
           312(a) .........................................    5.01
           312(b) ..........................................   5.02(b)
           312(c) ..........................................   5.02(c)
           313(a) ..........................................   5.04(a)
           313(b) ..........................................   5.04(b)
           313(c) ..........................................   5.04(a)
           313(d) ..........................................   5.04(c)
           314(a) ..........................................   5.03
           314(b) ..........................................   Inapplicable
           314(c) ..........................................   13.07
           314(d) ..........................................   Inapplicable
           314(e) ..........................................   13.07
           314(f) ..........................................   Inapplicable
           315(a) .........................................    7.01(a)
                  ..........................................   7.02
           315(b) .........................................    6.07
           315(c) ..........................................   7.01
           315(d) ..........................................   7.01(b)
                  ..........................................   7.01(c)
           315(e) ..........................................   6.08
           316(a) ..........................................   6.06
                  ..........................................   8.04
           316(b) ..........................................   6.04
           316(c) ..........................................   8.01
           317(a) ..........................................   6.02
           317(b) ..........................................   4.09
           318(a) ..........................................   13.09


                                       i



                               TABLE OF CONTENTS*



                                                                                         Page

                                                                                       
Parties ..............................................................................    1
                                    Recitals:

Purpose of Indenture .................................................................    1
Compliance with legal requirements ...................................................    1
Purpose of and consideration for Indenture ...........................................    1

                                   Article One
                                   Definitions

Section 1.01          Certain terms defined; other terms defined in the Trust
                      Indenture Act of 1939, as amended, or by reference therein
                      in the Securities Act of 1933, as amended, to have the
                      meanings assigned therein ......................................    1

                      Authenticating Agent ...........................................    2

                      Board of Directors .............................................    2

                      Board Resolution ...............................................    2

                      Business Day ...................................................    2

                      Certificate ....................................................    2

                      Commission .....................................................    2

                      Company ........................................................    2

                      Corporate Trust Office .........................................    3

                      Custodian ......................................................    3

                      default ........................................................    3

                      Depository .....................................................    3

                      Event of Default ...............................................    3

                      Exchange Act ...................................................    3

                      Global Security ................................................    3

                      Governmental Obligations .......................................    3

                      Indebtedness ...................................................    4

                      Indenture ......................................................    4

                      Interest Payment Date ..........................................    4



______________
* This Table of Contents does not constitute part of the Indenture and
should not have any bearing upon the interpretation of any of its terms or
provisions.

                                       ii



                                                                                                       
                 Officers' Certificate ................................................................     5

                 Opinion of Counsel ...................................................................     5

                 Original Issue Discount Security .....................................................     5

                 Outstanding ..........................................................................     5

                 Periodic Offering ....................................................................     5

                 Person ...............................................................................     5

                 Predecessor Security .................................................................     6

                 Responsible Officer ..................................................................     6

                 Securities Act .......................................................................     6

                 Security or Securities ...............................................................     6

                 Security Register and Security Registrar .............................................     6

                 Securityholder .......................................................................     6

                 Subsidiary ...........................................................................     6

                 Trustee ..............................................................................     7

                 Trust Indenture Act ..................................................................     7

                 Vice President .......................................................................     7

                 Voting Stock .........................................................................     7

                                                     Article Two
                      Issue, Description, Terms, Execution, Registration and Exchange of Securities

Section 2.01     Designation, terms, amount, authentication and delivery of Securities ................     7

Section 2.02     Form of Securities and Trustee's Certificate .........................................     9

Section 2.03     Date and denominations of Securities, and provisions for payment of principal,
                 premium and interest .................................................................     9

Section 2.04     Execution of Securities ..............................................................    11

Section 2.05     Exchange of Securities ...............................................................    12

                 (a) Registration and transfer of Securities ..........................................    12

                 (b) Securities to be accompanied by proper instruments of transfer ...................    12

                 (c) Charges upon exchange, transfer or registration of Securities ....................    13

                 (d) Restrictions on transfer or exchange at time of redemption .......................    13

Section 2.06     Temporary Securities .................................................................    13

Section 2.07     Mutilated, destroyed, lost or stolen Securities ......................................    14

Section 2.08     Cancellation of surrendered Securities ...............................................    14



                                       iii



                                                                                                      
Section 2.09   Provisions of Indenture and Securities for sole benefit of parties and
               Securityholders .......................................................................   15

Section 2.10   Appointment of Authenticating Agent ...................................................   15

Section 2.11   Global Security .......................................................................   15

Section 2.12   CUSIP Numbers .........................................................................   18

                                                     Article Three
                                  Redemption of Securities and Sinking Fund Provisions

Section 3.01   Redemption of Securities ..............................................................   18

Section 3.02   (a) Notice of Redemption ..............................................................   18

               (b) Selection of Securities in case less than all Securities to be redeemed ...........   19

Section 3.03   (a) When Securities called for redemption become due and payable ......................   19

               (b) Receipt of new Security upon partial payment ......................................   19

Section 3.04   Sinking Fund for Securities ...........................................................   20

Section 3.05   Satisfaction of Sinking Fund Payments with Securities .................................   20

Section 3.06   Redemption of Securities for Sinking Fund .............................................   20

                                                     Article Four
                                         Particular Covenants of the Company

Section 4.01   Payment of principal of (and premium, if any) and interest on Securities ..............   20

Section 4.02   Maintenance of office or agency for payment of Securities, designation of office
               or agency for payment, registration, transfer and exchange of Securities ..............   21

Section 4.03   (a) Duties of paying agent ............................................................   21

               (b) Company as paying agent ...........................................................   21

               (c) Holding sums in trust .............................................................   22

Section 4.04   Annual reports to Trustee .............................................................   22

Section 4.05   Maintenance of existence, rights and franchises .......................................   22

Section 4.06   Payment of taxes, assessments and governmental charges ................................   22

Section 4.07   Prohibition of liens on stock of Standard Insurance Company ...........................   22

Section 4.08   Prohibition of sale of stock of Standard Insurance Company ............................   23

Section 4.09   Appointment to fill vacancy in office of Trustee ......................................   23

Section 4.10   Restriction on consolidation, merger or sale ..........................................   24



                                       iv




                                                     Article Five
                         Securityholders' Lists and Reports by the Company and the Trustee
                                                                                                       
Section 5.01    Company to furnish Trustee information as to names and addresses of
                Securityholders .......................................................................   24

Section 5.02    (a) Trustee to preserve information as to names and addresses of
                Securityholders received by it in capacity of paying agent ............................   24

                (b) Trustee may destroy list of Securityholders on certain conditions .................   24

                (c) Trustee to make information as to names and addresses of
                Securityholders available to "applicants" or mail communications to
                Securityholders in certain circumstances ..............................................   24

                (d) Procedure if Trustee elects not to make information available to applicants .......   25

                (e) Company and Trustee not accountable for disclosure of information .................   25

Section 5.03    (a) Annual and other reports to be filed by Company with Trustee ......................   25

                (b) Additional information and reports to be filed with Trustee and Securities
                and Exchange Commission ...............................................................   25

                (c) Summaries of information and reports to be transmitted by Company to
                Securityholders .......................................................................   26

Section 5.04    (a) Trustee to transmit annual report to Securityholders ..............................   26

                (b) Trustee to transmit certain further reports to Securityholders ....................   27

                (c) Summaries of information and reports to be transmitted by Company to
                 Securityholders ......................................................................   27

                                                     Article Six
                           Remedies of the Trustee and Securityholders Upon Event of Default

Section 6.01    (a) Events of Default defined .........................................................   27

                (b) Acceleration of maturity upon Event of Default ....................................   28

                (c) Waiver of default and rescission of declaration of maturity .......................   29

                (d) Restoration of former position and rights upon curing default .....................   29

Section 6.02    (a) Covenant of Company to pay to Trustee whole amount due on Securities on
                default in payment of interest or principal (and premium, if any) .....................   29

                (b) Trustee may recover judgment for whole amount due on Securities on failure
                of Company to pay .....................................................................   30

                (c) Filing of proof of claim by Trustee in bankruptcy, reorganization or
                 receivership proceeding ..............................................................   30


                                       v



                                                                                                        
                 (d)  Rights of action and of asserting claims may be enforced by Trustee
                 without possession of Securities .....................................................    30

Section 6.03     Application of moneys collected by Trustee ...........................................    31

Section 6.04     Limitation on suits by holders of Securities .........................................    31

Section 6.05     (a)  Remedies cumulative .............................................................    32

                 (b)  Delay or omission in exercise of rights not waiver of default ...................    32

Section 6.06     Rights of holders of majority in principal amount of Securities to direct
                 Trustee and to waive defaults ........................................................    32

Section 6.07     Trustee to give notice of defaults known to it, but may withhold in certain
                 circumstances ........................................................................    33

Section 6.08     Requirements of an undertaking to pay costs in certain suits under Indenture
                 or against Trustee ...................................................................    33

                                                      Article Seven
                                                 Concerning the Trustee

Section 7.01     (a)  Upon Event of Default occurring and continuing, Trustee shall exercise
                 powers vested in it, and use same degree of care and skill in their exercise,
                 as prudent individual would use ......................................................    33

                 (b)  Trustee not relieved from liability for negligence or willful misconduct
                 except as provided in this section ...................................................    34

                 (1)  Prior to Event of Default and after the curing of all Events of Default
                 which may have occurred ..............................................................    34

                 (i)  Trustee not liable except for performance of duties specifically set forth ......    34

                 (ii) In absence of bad faith, Trustee may conclusively rely on certificates or
                 opinions furnished it hereunder, subject to duty to examine the same if specifically
                 required to be furnished to it .......................................................    34

                 (2) Trustee not liable for error of judgment made in good faith by Responsible
                 Officer unless Trustee negligent .....................................................    34

                 (3) Trustee not liable for action or non-action in accordance with direction of
                 holders of majority in principal amount of Securities ................................    34

                 (4) Trustee need not expend own funds without adequate indemnity .....................    34

                 (c) Provisions regarding liability of Trustee subject to Section 7.01 ................    35

Section 7.02     Subject to provisions of Section 7.01: ...............................................    35

                 (a) Trustee may rely on documents believed genuine and properly signed or presented ..    35

                 (b) Sufficient evidence by certain instruments provided for ..........................    35



                                       vi




                                                                                                            
                      (c) Trustee may consult with counsel and act on advice or Opinion of Counsel ...........  35

                      (d) Trustee may require indemnity from Securityholders .................................  35

                      (e) If an Event of Default has occurred, Trustee is under no obligation to follow
                      directions of Company if it would  not be in the best interest of Securityholders ......  35

                      (f) Trustee not liable for actions in good faith believed to be authorized .............  35

                      (g) Trustee not bound to make investigation ............................................  35

                      (h) Trustee may perform duties directly or through agents or attorneys .................  36

                      (i) Application for Instructions .......................................................  36

Section 7.03          (a) Trustee not liable for recitals in Indenture or in Securities ......................  36

                      (b) No representations by Trustee as to validity of Indenture or of Securities .........  36

                      (c) Trustee not accountable for use of Securities or proceeds ..........................  36

                      (d) Trustee not responsible for disclosure materials ...................................  36

Section 7.04          Trustee, paying agent or Security Registrar may own Securities .........................  36

Section 7.05          Moneys received by Trustee to be held in trust without interest ........................  36

Section 7.06          (a) Trustee entitled to compensation, reimbursement and indemnity ......................  37

                      (b) Obligations to Trustee to be secured by claim prior to  Securities .................  37

                      (c) Services in connection with Event of Default .......................................  37

Section 7.07          Right of Trustee to rely on certificate of officers of Company where no other evidence
                      specifically prescribed ................................................................  37

Section 7.08          Trustee acquiring conflicting interest to eliminate conflict or resign .................  37

Section 7.09          Requirements for eligibility of Trustee ................................................  38

Section 7.10          (a) Resignation of Trustee and appointment of successor ................................  38

                      (b) Removal of Trustee by Company or by court on  Securityholders' application .........  38

                      (c) Removal of Trustee by holders of majority in principal amount of Securities ........  39

                      (d) Time when resignation or removal of Trustee effective ..............................  39

                      (e) One Trustee for each series ........................................................  39

Section 7.11          (a) Acceptance by successor to Trustee .................................................  39

                      (b) Trustee with respect to less than all series .......................................  39

                      (c) Company to confirm Trustee's rights ................................................  40

                      (d) Successor Trustee to be qualified ..................................................  40



                                      vii





                                                                                                            

                      (e) Notice of succession ...............................................................  40

Section 7.12          Successor to Trustee by merger, consolidation or succession to business ................  40

Section 7.13          Limitations on rights of Trustee as a creditor to obtain payment of certain claims .....  41

                                                            Article Eight
                                                   Concerning the Securityholders

Section 8.01          Evidence of action by Securityholders ..................................................  41

Section 8.02          Proof of execution of instruments and of holding of Securities .........................  41

Section 8.03          Who may be deemed owners of Securities .................................................  42

Section 8.04          Securities owned by Company or controlled or controlling companies disregarded for
                      certain purposes .......................................................................  42

Section 8.05          Instruments executed by Securityholders bind future holders ............................  42

                                                            Article Nine
                                                       Supplemental Indentures

Section 9.01          Purposes for which supplemental indenture may be entered into without consent of
                      Securityholders ........................................................................  43

Section 9.02          Modification of Indenture with consent of Securityholders ..............................  44

Section 9.03          Effect of supplemental indentures ......................................................  45

Section 9.04          Securities may bear notation of changes by supplemental indentures .....................  45

Section 9.05          Opinion of Counsel .....................................................................  45

                                                             Article Ten
                                                   Consolidation, Merger and Sale

Section 10.01         Consolidations or mergers of Company and sales or conveyances of property of Company
                      permitted ..............................................................................  46

Section 10.02         (a) Rights and duties of successor company .............................................  46

                      (b) Appropriate changes may be made in phraseology and form of Securities ..............  46

                      (c) Company may consolidate or merge into itself or acquire properties of other
                          corporations .......................................................................  47

Section 10.03         Opinion of Counsel .....................................................................  47

                                                           Article Eleven
                                      Satisfaction and Discharge of Indenture; Unclaimed Moneys

Section 11.01         Satisfaction and discharge of Indenture ................................................  47

Section 11.02         Discharge of Company's Obligations .....................................................  47

Section 11.03         Opinion of Counsel .....................................................................  48



                                      viii



                                                                                                       
Section 11.04   Application by Trustee of funds deposited for payment of Securities ...................   48

Section 11.05   Repayment of moneys held by paying agent ..............................................   48

Section 11.06   Repayment of moneys held by Trustee ...................................................   49

                                             Article Twelve
                         Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01   Incorporators, stockholders, officers and directors of Company exempt
                from individual liability .............................................................   49

                                             Article Thirteen
                                          Miscellaneous Provisions

Section 13.01   Successors and assigns of Company bound by Indenture ..................................   49

Section 13.02   Acts of board, committee or officer of successor company valid ........................   50

Section 13.03   Required notices or demands may be served by mail .....................................   50

Section 13.04   Indenture and Securities to be construed in accordance with laws of the
                State of New York .....................................................................   50

Section 13.05   (a) Officers' Certificate and Opinion of Counsel to be furnished upon
                applications or demands by Company ....................................................   50

                (b) Statements to be included in each certificate or opinion with respect
                to compliance with condition or covenant ..............................................   50

Section 13.06   Payments due on Sundays or holidays ...................................................   50

Section 13.07   Provisions required by Trust Indenture Act of 1939 to control .........................   51

Section 13.08   Indenture may be executed in counterparts .............................................   51

Section 13.09   Separability of Indenture provisions ..................................................   51

Section 13.10   No assignment of Indenture ............................................................   51

Acceptance of Trust by Trustee ........................................................................   51

Testimonium ...........................................................................................   52

Signatures ............................................................................................   52



                                       ix



         THIS INDENTURE, dated as of the _____ day of July, 2002, between
STANCORP FINANCIAL GROUP, INC., a corporation duly organized and existing under
the laws of the State of Oregon (hereinafter sometimes referred to as the
"Company"), and U.S. Bank National Association, a national banking association,
as trustee (hereinafter sometimes referred to as the "Trustee"):

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of debt securities (hereinafter referred to as the "Securities") in an
unlimited aggregate principal amount, to be issued from time to time in one or
more series as in this Indenture provided, as registered Securities without
coupons, to be authenticated by the certificate of the Trustee;

         WHEREAS, to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture;

         WHEREAS, the Securities and the certificate of authentication to be
borne by the Securities (the "Certificate of Authentication") are to be
substantially in such forms as may be approved by the Board of Directors (as
defined below) or set forth in any indenture supplemental to this Indenture; and

         WHEREAS, all acts and things necessary to make the Securities issued
pursuant hereto, when executed by the Company and authenticated and delivered by
the Trustee as in this Indenture provided, the valid, binding and legal
obligations of the Company, and to constitute these presents a valid indenture
and agreement according to its terms, have been done and performed or will be
done and performed prior to the issuance of the Securities, and the execution of
this Indenture and the issuance hereunder of the Securities have been or will be
prior to issuance in all respects duly authorized, and the Company, in the
exercise of the legal right and power in it vested, executes this Indenture and
proposes to make, execute, issue and deliver the Securities;

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the
Securities are and are to be authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of the Securities
by the holders thereof and of the sum of one dollar ($1.00) to it duly paid by
the Trustee at the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee, for the equal
and proportionate benefit (subject to the provisions of this Indenture) of the
respective holders from time to time of the Securities or of any series thereof,
without any discrimination, preference or priority of any one Security over any
other by reason of priority in the time of issue, sale or negotiation thereof,
or otherwise, except as provided herein, as follows:

                                  Article One
                                  Definitions

         Section 1.01 The terms defined in this Section (except as in this
Indenture otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture,

                                       1



any Board Resolution and any indenture supplemental hereto shall have the
respective meanings specified in this Section. All other terms used in this
Indenture which are defined in the Trust Indenture Act, or which are by
reference in the Trust Indenture Act defined in the Securities Act, (except as
herein otherwise expressly provided or unless the context otherwise requires),
shall have the meanings assigned to such terms in the Trust Indenture Act and in
the Securities Act as in force at the date of the execution of this instrument.

Authenticating Agent:

The term "Authenticating Agent" means an authenticating agent with respect to
all or any of the series of Securities, as the case may be, appointed with
respect to all or any series of the Securities, as the case may be, by the
Trustee pursuant to Section 2.10.

Board of Directors:

The term "Board of Directors" means the Board of Directors of the Company, or
any committee of such Board duly authorized to act on behalf thereof hereunder.

Board Resolution:

The term "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.

Business Day:

The term "Business Day" means any day other than Saturday, Sunday or a day on
which banking institutions in the Borough of Manhattan, the City and State of
New York, or St. Paul, Minnesota are authorized to close.

Certificate:

The term "Certificate" means a certificate signed by the principal executive
officer, principal financial officer or principal accounting officer of the
Company. The Certificate need not comply with the provisions of Section 13.05.

Commission:

The term "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 Indenture such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, the body (if any)
performing such duties at such time.

Company:

The term "Company" means StanCorp Financial Group, Inc., a corporation duly
organized and existing under the laws of the State of Oregon, and, subject to
the provisions of Article Ten, also includes its successors and assigns.

                                       2



Corporate Trust Office:

The term "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Indenture is
located at 555 SW Oak Street, PL-6, Portland, Oregon 97204; provided, however,
that with respect to payments on the Securities and any exchange, transfer,
tender or surrender of the Securities, "Corporate Trust Office" means the office
of the Trustee at U.S. Bank, N.A., 180 East 5th Street, St. Paul, Minnesota
55101 or such other or additional offices as may be specified by the Trustee.

Custodian:

The term "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator, custodian or similar official under the Federal Bankruptcy Code or
other similar applicable federal or state law.

default:

The term "default" means any event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default.

Depository:

The term "Depository" means, with respect to Securities of any series for which
the Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency or any successor registered as a clearing agency under the Exchange Act,
or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.01 or 2.11.

Event of Default:

The term "Event of Default" means, with respect to Securities of a particular
series, any event specified in Section 6.01(a), continued for the period of
time, if any, therein designated.

Exchange Act:

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

Global Security:

The term "Global Security" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depository
or pursuant to the Depository's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depository or its
nominee.

Governmental Obligations:

                                       3



The term "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the specific payment of principal of or interest on the Governmental
Obligation evidenced by such depository receipt.

Indebtedness:

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

Indenture:

The term "Indenture" means this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented. The
term "Indenture" shall also include the terms of a particular series of
Securities established as contemplated by Section 2.01.

Interest Payment Date:

The term "Interest Payment Date" means, when used with respect to any
installment of interest on a Security of a particular series, the date specified
in such Security, a Board Resolution or an indenture supplemental hereto with
respect to that series as the fixed date on which an installment of interest
with respect to Securities of that series is due and payable.

                                       4



Officers' Certificate:

The term "Officers' Certificate" means a certificate signed by the Chief
Executive Officer, the President or Treasurer and by the Controller, an
Assistant Controller or an Assistant Treasurer of the Company. Each such
certificate shall include the statements provided for in Section 13.05, if and
to the extent required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be counsel for the Company, reasonably acceptable to the
Trustee. Each such opinion shall include the statements provided for in Section
13.05, if and to the extent required by the provisions thereof.

Original Issue Discount Security:

The term "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the maturity thereof pursuant to Section
6.01(b).

Outstanding:

The term "outstanding" means, when used with reference to Securities of any
series, subject to the provisions of Section 8.04, as of any particular time,
all Securities of that series theretofore authenticated and delivered by the
Trustee under this Indenture, except (a) Securities theretofore canceled by the
Trustee, or delivered to the Trustee for cancellation or which have previously
been canceled; (b) Securities or portions thereof for the payment or redemption
of which moneys or Governmental Obligations in the necessary amount shall have
been deposited in trust with the Trustee or with any paying agent (other than
the Company) or shall have been set aside and segregated in trust by the Company
(if the Company shall act as its own paying agent); provided, however, that if
such Securities or portions of such Securities are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as in Article
Three provided, or provision satisfactory to the Trustee shall have been made
for giving such notice; (c) Securities in lieu of or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.07; and (d) Securities paid pursuant to Section 2.07.

Periodic Offering:

The term "Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including without
limitation the rate or rates of interest thereon or formula for determining the
rate or rates of interest thereon, if any, the maturity or maturities thereof
and the redemption provisions, if any, with respect thereto, are to be
determined by the Company upon the issuance of such Securities.

Person:

                                       5



The term "Person" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.

Predecessor Security:

The term "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by that
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

Responsible Officer:

The term "Responsible Officer" means, when used with respect to the Trustee, the
chairman of the board of directors, president, any vice president, secretary,
treasurer, any senior trust officer, any trust officer, any corporate trust
officer or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

Securities Act:

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

Security or Securities:

The term "Security" or "Securities" means any Security or Securities, as the
case may be, authenticated and delivered under this Indenture.

Security Register and Security Registrar:

The terms "Security Register" and "Security Registrar" have the respective
meanings set forth in Section 2.05(b).

Securityholder:

The term "Securityholder," "holder of Securities," "registered holder" or other
similar term means the person or persons in whose name or names a particular
Security shall be registered on the books of the Company kept for that purpose
in accordance with the terms of this Indenture.

Subsidiary:

The term "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or

                                       6



by one or more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries and (iii) any limited partnership of which such Person or any of
its Subsidiaries is a general partner.

Trustee:

The term "Trustee" means U.S. Bank National Association and, subject to the
provisions of Article Seven, shall also include its successors and assigns, and
if at any time there is more than one person acting in such capacity hereunder,
"Trustee" means each such person. The term "Trustee" as used with respect to a
particular series of the Securities means the trustee with respect to that
series.

Trust Indenture Act:

The term "Trust Indenture Act," subject to the provisions of Sections 9.01 and
9.02, means the Trust Indenture Act of 1939, as amended and in effect at the
date of execution of this Indenture.

Vice President:

The term "Vice President", when used with respect to 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".

Voting Stock:

The term "Voting Stock," as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares,
interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.

                                   Article Two
                      Issue, Description, Terms, Execution,
                     Registration and Exchange of Securities

         Section 2.01  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series up to the aggregate
principal amount of Securities of that series from time to time authorized by or
pursuant to a Board Resolution or pursuant to one or more indentures
supplemental hereto, prior to the initial issuance of Securities of a particular
series. Prior to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution delivered to the Trustee,
and set forth or determined in the manner provided in an Officers' Certificate
delivered to the Trustee, or established in one or more indentures supplemental
hereto:

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

                                       7



                  (2)  any limit upon the aggregate principal amount of the
         Securities of that series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, in exchange for or in lieu of other
         Securities of that series); provided, however, that, notwithstanding
         this Section 2.01(2) or any other provision hereof, and unless
         otherwise expressly provided with respect to a series of Securities,
         the aggregate principal amount of a series of Securities may be
         increased and additional Securities of such series may be issued up to
         the maximum aggregate principal amount authorized with respect to such
         series as increased;

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

                  (4)  the rate or rates at which the Securities of that series
         shall bear interest or the manner of calculation of such rate or rates,
         if any;

                  (5)  the date or dates from which such interest shall accrue,
         the Interest Payment Dates on which such interest will be payable or
         the manner of determination of such Interest Payment Dates and the
         record date for the determination of holders to whom interest is
         payable on any such Interest Payment Dates;

                  (6)  the period or periods within which, the price or prices
         at which and the terms and conditions upon which Securities of that
         series may be redeemed, in whole or in part, at the option of the
         Company;

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

                  (8)  the form of the Securities of that series, including the
         form of the Certificate of Authentication for that series;

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

                  (10) the rights of conversion, if any, of the Securities into
         other securities of the Company and the terms and conditions on which
         the Securities may be so converted;

                  (11) whether the Securities are issuable as a Global Security
         and, in such case, the identity of the Depository for that series; and

                  (12) any and all other terms with respect to that series
         (which terms shall not be inconsistent with the terms of this
         Indenture), including without limitation that the Securities shall be
         authenticated and delivered by the Trustee from time to time upon
         telephonic or written order of persons designated in any such Board
         Resolution or Officers' Certificate or in any indenture supplemental
         hereto (telephonic instructions to

                                       8



         be promptly confirmed in writing by such person) and that such persons
         are authorized to determine, consistent with such Board Resolution,
         Officers' Certificate or indenture supplemental hereto, such terms and
         conditions of the Securities of such series as are specified in such
         Board Resolution, Officers' Certificate, or any indenture supplemental
         hereto.

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

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

         Section 2.02  The Securities of any series and the Certificate of
Authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution and as set forth in an Officers' Certificate,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which Securities of that series may be listed, or to
conform to usage.

         Section 2.03  The Securities shall be issuable as registered Securities
and in denominations of $1,000 or any integral multiple thereof, subject to
Section 2.01(9). The Securities of a particular series shall bear interest
payable on the dates and at the rate or rates specified with respect to that
series. The principal of and the interest on the Securities of any series, as
well as any premium thereon in case of redemption thereof prior to maturity,
shall be payable in the coin or currency of the United States of America which
at the time is legal tender for public and private debt, at the office or agency
of the Company maintained for that purpose in the City of St. Paul, Minnesota
(which, unless changed, shall be the Corporate Trust Office of the Trustee). At
the Company's option, payments on the Securities of any series may also be made
(i) by checks mailed on the relevant payment date by the Trustee to the holders
entitled thereto at their registered addresses or (ii) to a holder of $1,000,000
or more in aggregate principal amount of the Securities of a series who has
delivered a written request to the Trustee at least 14 days prior to the
relevant payment date electing to have payments made by wire transfer to a
designated account in the United States, by wire transfer of immediately
available funds to such designated account; provided that, in either case, the
payment of principal with respect to any Security will be made only upon
surrender of that Security to the Trustee. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months and, for any period shorter
than a full calendar month, on the basis of the actual number of days elapsed in
such period.

         Except as otherwise provided with respect to a particular series of
Securities, the interest installment on any Security which is payable, and is
punctually paid or duly provided for, on any

                                       9



Interest Payment Date for Securities of that series 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
installment. In the event that any Security of a particular series or portion
thereof is called for redemption and the redemption date is subsequent to a
regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on that Security will be paid upon presentation
and surrender of that Security as provided in Section 3.03.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for Securities of the
same series (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered holder on the relevant regular record date by virtue
of having been such holder; and such Defaulted Interest shall be paid by the
Company, at its election, as provided in clause (1) or clause (2) below:

                  (1)  The Company may make payment of any Defaulted Interest on
         Securities to the persons in whose names such 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 such 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 not be more than
         15 nor 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 Securityholder at his, her or its address as
         it appears in the Security Register (as hereinafter defined), 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 mailed as aforesaid, such Defaulted Interest shall be paid
         to the persons in whose names such Securities (or their respective
         Predecessor Securities) are registered on such special record date and
         shall be no longer payable pursuant to the following clause (2).

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

                                       10



         Unless otherwise set forth in a Board Resolution or one or more
indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term "regular record date" as
used in this Section with respect to a series of Securities with respect to any
Interest Payment Date for that series shall mean either the 15th day of the
month immediately preceding the month in which an Interest Payment Date
established for that series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the 15th day of a month, whether or not such date is a Business
Day.

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

         Section 2.04  The Securities shall, subject to the provisions of
Section 2.06, be printed on steel engraved borders or fully or partially
engraved, or legibly typed, as the proper officers of the Company may determine,
and shall be signed on behalf of the Company by its Chief Executive Officer or
President and attested by its Secretary or one of its Assistant Secretaries. The
signature of the Chief Executive Officer or President and/or the signature of
the Secretary or an Assistant Secretary upon the Securities may be in the form
of a facsimile signature of a present or any future Chief Executive Officer or
President and of a present or any future Secretary or Assistant Secretary and
may be imprinted or otherwise reproduced on the Securities and for that purpose
the Company may use the facsimile signature of any person who shall have been a
Chief Executive Officer or President, or of any person who shall have been a
Secretary or an Assistant Secretary, notwithstanding the fact that at the time
the Securities shall be authenticated and delivered or disposed of that person
shall have ceased to be the Chief Executive Officer or President, or the
Secretary or an Assistant Secretary, of the Company, as the case may be.

         Only such Securities as shall bear thereon a Certificate of
Authentication substantially in the form established for such Securities,
executed manually by an authorized officer of the Trustee, or by any
Authenticating Agent with respect to such Securities, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate executed by the Trustee, or by any Authenticating Agent appointed by
the Trustee with respect to such Securities, upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by its
Chief Executive Officer or President and by its Treasurer or Assistant
Treasurer, Controller or Assistant Controller, and the Trustee in accordance
with such written order shall authenticate and deliver such Securities;
provided, however, that in the case of Securities offered in a Periodic
Offering, the Trustee shall authenticate and deliver such Securities from time
to time in accordance with such procedures (including, without limitation,

                                       11



the receipt by the Trustee of oral or electronic instructions from the Company
or its duly authorized agents, promptly confirmed in writing) acceptable to the
Trustee as may be specified by or pursuant to such written order delivered to
the Trustee prior to the time of the first authentication of Securities of such
series.

         In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, (i) an Opinion of Counsel and (ii) an Officers'
Certificate, each stating that the form and terms thereof have been established
in conformity with the provisions of this Indenture or, in the case of a
Periodic Offering, the form or forms thereof and the manner of determining the
terms thereof have been established in conformity with the provisions of the
Indenture. Each Opinion of Counsel and Officers' Certificate delivered pursuant
to this Section 2.04 shall include all statements prescribed by Section 13.05(b)
hereof. Such Opinion of Counsel shall also be to the effect that when such
Securities have been executed by the Company and authenticated by the Trustee in
accordance with the provisions of this Indenture and delivered to and duly paid
for by the purchasers thereof, they will be valid and legally binding
obligations of the Company, enforceable in accordance with their terms (subject
to customary exceptions) and will be entitled to the benefits of this Indenture.

         Notwithstanding the provisions of Section 2.01 and of the preceding two
paragraphs, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Board Resolution, Officers'
Certificate, written order or Opinion of Counsel otherwise required pursuant to
such Section or paragraphs at or prior to the authentication of each Security of
such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

         The Trustee shall not be required to authenticate such Securities if
the issue of such Securities pursuant to this Indenture will, in the good faith
judgment of the Trustee, affect the Trustee's own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner that is not
reasonably acceptable to the Trustee.

         Section 2.05  (a) Securities of any series may be exchanged upon
presentation thereof at the office or agency of the Company designated for such
purpose in the City of St. Paul, Minnesota, for other Securities of such series
and tenor of authorized denominations, and for a like aggregate principal
amount, upon payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, all as provided in this Section. In respect of any
Securities so surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in exchange therefor
the Security or Securities of the same series and tenor which the Securityholder
making the exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding.

         (b)  The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in the City of St. Paul, Minnesota, or such
other location designated by the Company, a register (herein referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall register the Securities and the transfers of
Securities as in this Article provided and which at all reasonable times shall
be open

                                       12



for inspection by the Trustee. The registrar for the purpose of registering
Securities and transfer of Securities as herein provided shall be appointed by
Board Resolution (the "Security Registrar").

         Upon surrender for transfer of any Security at the office or agency of
the Company designated for such purpose in the City of St. Paul, Minnesota, the
Company shall execute, the Trustee shall authenticate and such office or agency
shall deliver in the name of the transferee or transferees a new Security or
Securities of the same series and tenor as the Security presented for a like
aggregate principal amount.

         All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments of
transfer, in form satisfactory to the Company and the Security Registrar, duly
executed by the registered holder or by his, her or its attorney duly authorized
in writing.

         (c) Except as provided in the first paragraph of Section 2.07, no
service charge shall be made for any exchange or registration of transfer of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any
transfer.

         (d) The Company shall neither be required (i) to issue, exchange or
register the transfer of any Securities of any series during a period beginning
at the opening of business 15 days before the day of selection for redemption of
Securities of that series and ending at the close of business on the earliest
date on which the relevant notice of redemption is deemed to have been given to
all holders of Securities of that series to be redeemed, nor (ii) to register
the transfer of or exchange any Securities of any series or portions thereof
called for redemption. The provisions of this Section 2.05 are, with respect to
any Global Security, subject to Section 2.11 hereof.

         Section 2.06  Pending the preparation of definitive Securities of any
series, the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive Securities in lieu
of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Company. Every temporary Security of any series shall be executed by the Company
and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities of that series in accordance with the terms of Section 2.04 hereof.
Without unnecessary delay the Company will execute and will furnish definitive
Securities of such series and thereupon any or all temporary Securities of that
series may be surrendered in exchange therefor (without charge to the holders),
at the office or agency of the Company designated for the purpose in the City of
St. Paul, Minnesota, and the Trustee shall authenticate and such office or
agency shall deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of that series and tenor,
unless the Company advises the Trustee to the effect that definitive Securities
need not be executed and furnished until further notice from the Company. Until
so exchanged, the

                                       13



temporary Securities of that series shall be entitled to the same benefits under
this Indenture as definitive Securities of that series authenticated and
delivered hereunder.

         Section 2.07  In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon its request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security of the same series and
tenor bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of the applicant's Security and of the ownership
thereof. The Trustee may authenticate any such substituted Security and deliver
the same upon the written order of the Company. Upon the issuance of any
substituted Security, 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. In case any Security which has matured or is about to
mature or has been called for redemption shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Security, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated Security) if the applicant for such payment shall furnish to
the Company and to the Trustee such security or indemnity as they may require to
save them harmless and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

         Every Security issued pursuant to the provisions of this Section in
substitution for any Security which is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not the mutilated, destroyed, lost or stolen Security shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
the same series duly issued hereunder. All Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

         Section 2.08  All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer or for credit against a sinking
fund shall, if surrendered to the Company or any paying agent, be delivered to
the Trustee for cancellation, or, if surrendered to the Trustee, shall be
canceled by it, and no Securities shall be issued in lieu thereof except as
expressly required or permitted by any of the provisions of this Indenture. The
Trustee may dispose of canceled Securities in accordance with its standard
procedures and deliver to the Company a certificate of destruction. If the
Company shall otherwise acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the

                                       14



indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

         Section 2.09  Nothing in this Indenture or in the Securities, express
or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and the holders of the Securities,
any legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained; all
such covenants, conditions and provisions being for the sole benefit of the
parties hereto and of the holders of the Securities.

         Section 2.10  So long as any of the Securities of any series remain
outstanding there may be an Authenticating Agent for any or all such series of
Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or partial
redemption thereof, 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. All references in this Indenture to
the authentication of Securities of any series by the Trustee shall be deemed to
include authentication by an Authenticating Agent for such series except for
authentication upon original issuance or pursuant to Section 2.07 hereof. Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation which has a combined capital and surplus, as most recently reported
or determined by it, of $50 million, and which is otherwise authorized under
such laws to conduct a trust business and is subject to supervision or
examination by federal or state authorities. If at any time any Authenticating
Agent shall cease to be eligible in accordance with these provisions, it shall
resign immediately.

         Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

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

         Section 2.11  (a) If the Company shall establish pursuant to Section
2.01 that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 2.04, authenticate and deliver, a Global Security which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all or a portion of the Outstanding Securities of that
series, (ii) shall be registered in the name of the Depository or its nominee,
(iii) shall be delivered by the Trustee to the Depository or pursuant to the
Depository's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
the Depository,

                                       15



another nominee of the Depository or to a successor Depository or to a nominee
of such successor Depository."

         (b)  Notwithstanding the provisions of Section 2.05 and except as set
forth in Section 2.11(c) or (d), the Global Security of a series may be
transferred, in whole but not in part and in the manner provided in Section
2.05, only to the Depository, another nominee of the Depository for that series,
a successor Depository for that series selected or approved by the Company or a
nominee of that successor Depository.

         (c)  (i)    If so provided with respect to a particular series of
              Securities, an interest in any Global Security of such series
              shall be exchangeable at the option of the beneficial owner of
              such interest in such Global Security for a definitive Security or
              Securities registered in the name of any holder other than the
              Depository or its nominee at any time following issuance of such
              Global Security.

              (ii)   A beneficial owner of an interest in any Global Security of
              such series desiring to exchange such beneficial interest for a
              definitive Security or Securities shall instruct the Depository,
              through the Depository's direct or indirect participants or
              otherwise, to request such exchange on such beneficial owner's
              behalf and to provide a written order containing registration
              instructions to the Trustee. Upon receipt by the Trustee of
              electronic or written instructions from the Depository on behalf
              of such beneficial owner, the Trustee shall cause, in accordance
              with the standing instructions and procedures existing between the
              Trustee and the Depository, the aggregate principal amount of such
              Global Security to be reduced by the principal amount of such
              beneficial interest so exchanged and shall appropriately reflect
              such reduction of the aggregate principal amount of this Global
              Security as described in paragraph (iii) of this Section 2.11(c).
              Following such reduction, the Trustee shall authenticate and
              deliver to such beneficial owner or the transferee, as the case
              may be, a definitive Security or Securities previously executed by
              the Company as described in Section 2.05(a) and registered in such
              names and authorized denominations as the Depository, pursuant to
              such instructions of the beneficial owner, shall instruct the
              Trustee.

              (iii)  Upon any exchange of a portion of any Global Security for a
              definitive Security or Securities, the Security Registrar shall
              reflect the reduction of the principal amount of such Global
              Security by the principal amount of such beneficial interest so
              exchanged on the Security Register. Until exchanged in full for
              definitive Securities, such Global Security shall in all respects
              be entitled to the same benefits under the Indenture as the
              definitive Securities authenticated and delivered hereunder.

         (d)  (i) If and so long as the Securities of any series are issued as a
              Global Security, any definitive Security or Securities of such
              series shall be exchangeable at the option of the registered
              holder thereof for a beneficial interest in such Global Security
              at any time following the exchange of such Global Security for
              such definitive Security or Securities pursuant to Section
              2.11(c).

                                       16



              (ii)   A registered holder of a definitive Security or Securities
              desiring to exchange such definitive Security or Securities for a
              beneficial interest in such Global Security shall instruct the
              Depository, through the Depository's direct or indirect
              participants or otherwise, to request such exchange on such
              registered holder's behalf and to provide a written order
              containing registration instructions to the Trustee. Upon receipt
              by the Trustee of electronic or written instructions from the
              Depository, and upon presentation to the Trustee of such
              definitive Security or Securities, the Trustee shall cause, in
              accordance with the standing instructions and procedures existing
              between the Trustee and the Depository, the aggregate principal
              amount of such Global Security to be increased by the principal
              amount of such definitive Security or Securities so exchanged and
              shall appropriately reflect such increase of the aggregate
              principal amount of the Global Security as described in paragraph
              (iii) of this Section 2.11(d).

              (iii)  Upon any exchange of a definitive Security or Securities
              for a beneficial interest in such Global Security, the Security
              Registrar shall reflect the increase of the principal amount of
              such Global Security by the principal amount of such definitive
              Security or Securities so exchanged on the Security Register.

         (e)  If at any time (i) the Depository for a series of Securities
notifies the Company that it is unwilling or unable to continue as Depository
for that series or if at any time the Depository for that series shall no longer
be registered or in good standing under the Exchange Act or other applicable
statute or regulation and a successor Depository for that series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, or (ii) an Event of
Default has occurred and is continuing with respect to the Securities of a
series and payment of principal thereof and interest thereon has been
accelerated, this Section 2.11 shall no longer apply to the Securities of that
series and the Company will execute and, subject to Section 2.05, the Trustee
will authenticate and deliver Securities of that series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of that series in
exchange for such Global Security. In addition, the Company may at any time
determine in its sole discretion that the Securities of any series shall no
longer be represented by a Global Security and that the provisions of this
Section 2.11 shall no longer apply to the Securities of that series. In that
event the Company will execute and, subject to Section 2.05, the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver Securities of that series in definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security
of such series in exchange for such Global Security. Upon the exchange of the
Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(e) shall be registered in
such names and in such authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Security Registrar. The Trustee shall deliver such Securities to
the Depository for delivery to the persons in whose names such Securities are so
registered.

                                       17



         Section 2.12  The Company in issuing the Securities may use "CUSIP"
numbers (if then generally in use), and, if so used, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to holders of
Securities; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the CUSIP numbers.

                                 Article Three
              Redemption of Securities and Sinking Fund Provisions

         Section 3.01  The Company may redeem the Securities of any series
issued hereunder on and after the dates and in accordance with the terms
established for that series pursuant to Section 2.01 hereof.

         Section 3.02  (a) In case the Company shall desire to exercise such
right to redeem all or, as the case may be, a portion of the Securities of any
series in accordance with the right reserved so to do, it shall give notice of
such redemption to holders of the Securities of the series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than
30 days and not more than 60 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the
Security Register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly to give such
notice to the holder of any Security of any series designated for redemption in
whole or in part, or any defect in the notice, shall not affect the validity of
the proceedings for the redemption of any other Securities of that series or any
other series. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption or subject to compliance with
certain conditions provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with any such restriction or condition.

         Unless otherwise so provided as to a particular series of Securities,
if at the time of mailing of any notice of redemption the Company shall not have
deposited with the paying agent an amount in cash sufficient to redeem all of
the Securities called for redemption, including accrued interest to the date
fixed for redemption, such notice shall state that it is subject to the receipt
of redemption moneys by the paying agent before the date fixed for redemption
(unless such redemption is mandatory) and such notice shall be of no effect
unless such moneys are so received before such date.

         Each such notice of redemption shall identify the Securities to be
redeemed (including CUSIP numbers), specify the date fixed for redemption and
the redemption price at which Securities of that series are to be redeemed, and
shall state that payment of the redemption price of the Securities to be
redeemed will be made at the office or agency of the Company in the City of St.
Paul, Minnesota, upon presentation and surrender of such Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
that notice, that from and after that date interest will cease to accrue, and
that the redemption is for a sinking fund, if such is the

                                       18



case. If less than all the Securities of a series are to be redeemed, the notice
to the holders of Securities of that series to be redeemed shall specify the
particular Securities to be so redeemed. In case any Security is to be redeemed
in part only, the notice which relates to such Security shall state the portion
of the principal amount thereof to be redeemed, and shall state that on and
after the redemption date, upon surrender of such Security, a new Security or
Securities of that series in principal amount equal to the unredeemed portion
thereof will be issued.

     (b) The Company shall give the Trustee at least 45 days' advance notice of
the date fixed for redemption (unless shorter notice shall be required by the
Trustee) as to the aggregate principal amount of Securities of the series to be
redeemed, and thereupon the Trustee shall select, by lot or in such other manner
as it shall deem appropriate and fair in its discretion and which may provide
for the selection of a portion or portions (equal to $1,000 or any integral
multiple thereof) of the principal amount of such Securities of a denomination
larger than $1,000, the Securities to be redeemed and shall thereafter promptly
notify the Company in writing of the numbers of the Securities to be redeemed.

     The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its Chief Executive Officer, President,
Treasurer, Assistant Treasurer, Controller or Assistant Controller, instruct the
Trustee or any paying agent to call all or any part of the Securities of a
particular series for redemption and to give notice of redemption in the manner
set forth in this Section, such notice to be in the name of the Company or its
own name as the Trustee or such paying agent may deem advisable. In any case in
which notice of redemption is to be given by the Trustee or any such paying
agent, the Company shall deliver or cause to be delivered to, or permit to
remain with, the Trustee or such paying agent, as the case may be, such Security
Register, transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Trustee or such paying agent to give any
notice by mail that may be required under the provisions of this Section.

     Section 3.03. (a) If the giving of notice of redemption shall have been
completed as above provided, and such redemption shall not have been made
subject to the deposit of redemption moneys with the paying agent on or before
the date fixed for redemption, the Securities or portions of Securities of the
series to be redeemed specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and
interest on such Securities or portions of Securities shall cease to accrue on
and after the date fixed for redemption, unless the Company shall default in the
payment of such redemption price and accrued interest with respect to any such
Security or portion thereof. On presentation and surrender of such Securities on
or after the date fixed for redemption at the place of payment specified in the
notice, such Securities shall be paid and redeemed at the applicable redemption
price for such series, together with interest accrued thereon to the date fixed
for redemption (but if the date fixed for redemption is an Interest Payment
Date, the interest installment payable on such date shall be payable to the
registered holder at the close of business on the applicable record date
pursuant to Section 2.03).

     (b) Upon presentation of any Security of such series which is to be
redeemed in part only, the Company shall execute, the Trustee shall authenticate
and the office or agency where the Security is presented shall deliver to the
holder thereof, at the expense of the Company, a

                                       19



new Security or Securities of the same series and tenor, of authorized
denominations in principal amount equal to the unredeemed portion of the
Security so presented.

     Section 3.04 The provisions of this Section 3.04 and Sections 3.05 and 3.06
shall apply to any sinking fund for the retirement of Securities of a series,
except as otherwise specified as contemplated by Section 2.01 for Securities of
that series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of that
series.

     Section 3.05 The Company (i) may deliver Outstanding Securities of a series
and (ii) may apply as a credit Securities of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to the Securities of such series
required to be made pursuant to the terms of such Securities as provided for by
the terms of that series; provided that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the redemption price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

     Section 3.06 Not less than 45 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 3.05 and the basis for such credit and
stating that such Securities have not previously been so credited and will,
together with such Officers' Certificate, deliver to the Trustee any Securities
to be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.02. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Section 3.03.

                                  Article Four
                       Particular Covenants of the Company

     The Company covenants and agrees for each series of the Securities as
follows:

     Section 4.01 The Company will duly and punctually pay or cause to be paid
the principal of (and premium, if any) and interest on the Securities of that
series at the time and place and in the manner provided herein and established
with respect to such Securities.

                                       20



     Section 4.02 So long as any series of the Securities remains outstanding,
the Company agrees to maintain an office or agency in the City of St. Paul,
Minnesota (which, unless changed, shall be the Corporate Trust Office of the
Trustee), with respect to each such series and at such other location or
locations as may be designated as provided in this Section 4.02, where (i)
Securities of that series may be presented for payment, (ii) Securities of that
series may be presented as hereinabove authorized for registration of transfer
and exchange and (iii) notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by its Chief Executive Officer, President,
Treasurer, Assistant Treasurer, Controller or Assistant Controller and delivered
to the Trustee, designate some other office or agency for such purposes or any
of them within the City of St. Paul, Minnesota. 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, 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,
notices and demands.

     The Company may also from time to time, by written notice signed by its
Chief Executive Officer, President, Treasurer or Controller and delivered to the
Trustee, designate one or more other offices or agencies for the foregoing
purposes within or outside the City of St. Paul, Minnesota 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 obligations to
maintain an office or agency in the City of St. Paul, Minnesota for the
foregoing 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 4.03 (a) If the Company shall appoint one or more paying agents,
other than the Trustee, for all or any series of the Securities, the Company
will cause each such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section, that it will:

           (1) hold all sums held by it as such agent for the payment of the
     principal of (and premium, if any) or interest on the Securities of that
     series (whether such sums have been paid to it by the Company or by any
     other obligor of such Securities) in trust for the benefit of the persons
     entitled thereto;

           (2) give the Trustee notice of any failure by the Company (or by any
     other obligor of such Securities) to make any payment of the principal of
     (and premium, if any) or interest on the Securities of that series when the
     same shall be due and payable;

           (3) at any time during the continuance of any failure referred to in
     the preceding paragraph (a)(2) above, upon the written request of the
     Trustee, forthwith pay to the Trustee all sums so held in trust by such
     paying agent; and

           (4) perform all other duties of paying agent as set forth in this
     Indenture.

     (b)   If the Company shall act as its own paying agent with respect to any
series of the Securities, it will, on or before each due date of the principal
of (and premium, if any) or interest

                                       21



on Securities of that series, set aside, segregate and hold in trust for the
benefit of the persons entitled thereto a sum sufficient to pay such principal
(and premium, if any) or interest so becoming due on Securities of that series
until such sums shall be paid to such persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of such action, or any failure (by
it or any other obligor on such Securities) to take such action. Whenever the
Company shall have one or more paying agents for any series of Securities, it
will, on or prior to each due date of the principal of (and premium, if any) or
interest on any Securities of that series, deposit with the paying agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the persons entitled to
such principal, premium or interest, and (unless such paying agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

     (c) Anything in this Section to the contrary notwithstanding, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.06 and (ii) 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 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 terms and conditions 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 sums.

     Section 4.04 The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of 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 4.05 Subject to the provisions of Article Ten, the Company will 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 of Securities.

     Section 4.06 The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, which, if
unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment or
governmental charge whose amount, applicability or validity is being contested
in good faith by appropriate proceedings.

     Section 4.07 Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 2.01, and for so long as
any Securities are

                                       22



Outstanding, the Company will not, and it will not permit any Subsidiary of the
Company to, at any time directly or indirectly create, assume, incur, guarantee
or permit to exist any Indebtedness secured by a mortgage, pledge, lien,
security interest, or other encumbrance (any mortgage, pledge, lien, security
interest or other encumbrance being hereinafter in this Section referred to as a
"lien") on the capital stock of Standard Insurance Company, or of any successor
to substantially all of the business of Standard Insurance Company, which is
also a Subsidiary of the Company, or of any corporation (other than the Company)
having direct or indirect control of Standard Insurance Company, without making
effective provision whereby the Securities then Outstanding (and, if the Company
so elects, any other Indebtedness of the Company that is not subordinate to the
Securities and with respect to which the governing instruments require, or
pursuant to which the Company is otherwise obligated or required, to provide
such security) shall be equally and ratably secured with such secured
Indebtedness so long as such other Indebtedness shall be secured. For purposes
of this Section 4.07 only, "Indebtedness," in addition to those items specified
in Section 1.01 hereof, shall include any obligation of, or any such obligation
guaranteed by, any Person for the payment of amounts due under a swap agreement
or other similar instrument or agreement or foreign currency hedge exchange or
similar instrument or agreement.

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

     Section 4.08 Except in a transaction governed by Article Ten hereof, so
long as Securities of any series are Outstanding, neither the Company nor any of
its Subsidiaries will sell or otherwise dispose of any shares of capital stock
(other than preferred stock having no voting rights of any kind) of Standard
Insurance Company, or of any such successor to substantially all of the business
of Standard Insurance Company, which is also a Subsidiary of the Company, or of
any corporation (other than the Company) having direct or indirect control of
Standard Insurance Company, or any such successor. Notwithstanding the
foregoing, the Company may sell or otherwise dispose of shares of capital stock
of Standard Insurance Company, or any such successor, (i) to any wholly owned
subsidiary of the Company, (ii) for at least fair value (as determined by the
Company's Board of Directors acting in good faith) or (iii) to comply with an
order of a court or regulatory authority of competent jurisdiction, other than
an order issued at the Company's request or the request of any of the Company's
Subsidiaries.

     Section 4.09 The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section 7.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

                                       23



     Section 4.10 The Company will not, while any of the Securities remain
Outstanding, consolidate with, merge into, merge into itself or sell or convey
all or substantially all of its property to any other Person, unless the
provisions of Article Ten hereof are complied with.

                                  Article Five
                Securityholders' Lists and Reports by the Company
                                 and the Trustee

     Section 5.01 The Company will furnish or cause to be furnished to the
Trustee (a) on each regular record date (as defined in Section 2.03) for the
Securities of a series a list, in such form as the Trustee may reasonably
require, of the names and addresses of the holders of such Securities as of such
regular record date; provided that the Company shall not be obligated to furnish
or cause to furnish such list at any time that the list shall not differ in any
respect from the most recent list furnished to the Trustee by the Company 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; provided, however, no such list need be furnished for any series for
which the Trustee shall be the Security Registrar.

     Section 5.02 (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as
provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).

     (b)   The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.

     (c)   In case three or more holders of Securities of a series (hereinafter
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other holders
of Securities of that series or holders of all Securities with respect to their
rights under this Indenture or under such Securities, and is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five Business Days after the receipt
of such application, at its election, either:

           (1) afford to such applicants access to the information preserved at
     the time by the Trustee in accordance with the provisions of Section
     5.02(a); or

           (2) inform such applicants as to the approximate number of holders of
     Securities of such series or of all Securities, as the case may be, whose
     names and addresses appear in the information preserved at the time by the
     Trustee, in accordance with the provisions of Section 5.02(a), and as to
     the approximate cost of mailing to such Securityholders the form of proxy
     or other communication, if any, specified in such application.

                                       24



     (d) If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each holder of that series or of all Securities, as the case may be,
whose name and address appears in the information preserved at the time by the
Trustee in accordance with the provisions of Section 5.02(a), a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the holders
of Securities of that series or of all Securities, as the case may be, or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Securityholders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise, the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

     (e) Each and every holder of the Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any paying agent nor any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the holders of Securities in accordance with the provisions of
Section 5.02(c), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 5.02(c).

     Section 5.03 (a)The Company covenants and agrees to file with the Trustee,
within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) that the
Company is required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

     (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations. Delivery of such reports, documents and information to the Trustee
under this subsection (b) and Section 5.03(a) is for informational purposes only
and the

                                       25



Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of the covenants hereunder.

     (c)   The Company covenants and agrees to transmit by mail, first-class
postage prepaid, or reputable overnight delivery service which provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to Section 5.03(a) and (b) as may be required by
rules and regulations prescribed from time to time by the Commission.

     Section 5.04 (a) On or before July 15 in each year in which any of the
Securities are outstanding, the Trustee shall transmit by mail, first-class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding May 15,
with respect to any of the following events which may have occurred within the
previous 12 months (but if no such event has occurred within such period no
report need be transmitted):

           (1) any change to its eligibility under Section 7.09, and its
     qualifications under Section 310(b) of the Trust Indenture Act;

           (2) the creation of or any material change to a relationship
     described in Section 310(b)(1) through 310(b)(10) of the Trust Indenture
     Act;

           (3) the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities, on any property or funds held or collected
     by it as Trustee if such advances so remaining unpaid aggregate more than
     1/2 of 1% of the principal amount of the Securities outstanding on the date
     of such report;

           (4) any change to the amount, interest rate and maturity date of all
     other indebtedness owing by the Company, or by any other obligor on the
     Securities, to the Trustee in its individual capacity, on the date of such
     report, with a brief description of any property held as collateral
     security therefor, except any indebtedness based upon a creditor
     relationship arising in any manner described in paragraphs (2), (3), (4) or
     (6) of Section 311(b) of the Trust Indenture Act;

           (5) any change to the property and funds, if any, physically in the
     possession of the Trustee as such on the date of such report;

           (6) any release, or release and substitution, of property subject to
     the lien, if any, of this Indenture (and the consideration thereof, if any)
     which it has not previously reported;

           (7) any additional issue of Securities which the Trustee has not
     previously reported; and

                                       26




           (8) any action taken by the Trustee in the performance of its duties
     under this Indenture which it has not previously reported and which in its
     opinion materially affects the Securities or the Securities of any series,
     except any action in respect of a default, notice of which has been or is
     to be withheld by it in accordance with the provisions of Section 6.07.

     (b)   The Trustee shall transmit by mail, first-class postage prepaid, to
the Securityholders, as their names and addresses appear upon the Security
Register, a brief report with respect to the character and amount of any
advances (and if the Trustee elects so to state, the circumstances surrounding
the making thereof) made by the Trustee as such since the date of the last
report transmitted pursuant to the provisions of subsection (a) of this Section
(or if no such report has yet been so transmitted, since the date of execution
of this Indenture), for the reimbursement of which it claims or may claim a lien
or charge prior to that of the Securities of any series on property or funds
held or collected by it as Trustee, and which it has not previously reported
pursuant to this subsection if such advances remaining unpaid at any time
aggregate more than 10% of the principal amount of Securities of such series
outstanding at such time, such report to be transmitted within 90 days after
such time.

     (c)   A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Securities are listed (if so listed) and also with the
Commission. The Company agrees to promptly notify the Trustee when any
Securities become listed on any stock exchange.

                                   Article Six
                   Remedies of the Trustee and Securityholders
                              Upon Event of Default

     Section 6.01 (a) Whenever used herein with respect to Securities of a
particular series, "Event of Default" means any one or more of the following
events which has occurred and is continuing:

           (1) default in the payment of any installment of interest upon any of
     the Securities of that series, as and when the same shall become due and
     payable, and continuance of such default for a period of 30 days;

           (2) default in the payment of the principal of (or premium, if any,
     on) any of the Securities of that series as and when the same shall become
     due and payable, whether at maturity, upon redemption, by declaration or
     otherwise, or in any payment required by any sinking or analogous fund
     established with respect to that series;

           (3) failure on the part of the Company duly to observe or perform any
     other of the covenants or agreements on the part of the Company with
     respect to that series contained in such Securities or otherwise
     established with respect to that series of Securities pursuant to Section
     2.01 hereof or contained in this Indenture (other than a covenant or
     agreement which has been expressly included in this Indenture solely for
     the benefit of one or more series of Securities other than such series) for
     a period of 90 days after the date on which written notice of such failure,
     requiring the same to be remedied

                                       27



     and stating that such notice is a "Notice of Default" hereunder, shall have
     been given to the Company by the Trustee, by registered or certified mail,
     or to the Company and the Trustee by the holders of at least 25% in
     principal amount of the Securities of that series at the time outstanding;

           (4) an event of default, as defined in any mortgage, indenture or
     instrument under which there may be issued, or by which there may be
     secured or evidenced, any Indebtedness of the Company (other than a default
     under this Indenture with respect to Securities of any series or a default
     with respect to any non-recourse Indebtedness), whether such Indebtedness
     now exists or shall hereafter be created, shall happen and shall result in
     a principal amount in excess of $30 million of Indebtedness becoming or
     being declared due and payable prior to the date on which it would
     otherwise have become due and payable, and such acceleration shall not have
     been rescinded or annulled, or such Indebtedness shall not have been
     discharged, within a period of 15 days after there has been given, by
     registered or certified United States mail, to the Company by the Trustee
     or to the Company and the Trustee by the holders of at least 25% in
     aggregate principal amount of the Outstanding Securities of that series a
     written notice specifying such event of default and requiring the Company
     to cause such acceleration to be rescinded or annulled or to cause such
     Indebtedness to be discharged and stating that such notice is a "Notice of
     Default" hereunder;

           (5) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company or Standard Insurance
     Company ("Standard"), in an involuntary case or proceeding under the
     Federal Bankruptcy Code or other similar federal or state law or (B) a
     decree or order a judging the Company or Standard as bankrupt or insolvent,
     or approving as properly filed a petition seeking reorganization,
     arrangement, adjustment or composition of or in respect of the Company or
     Standard under any applicable federal or state law, or appointing a
     Custodian of the Company or Standard or of any substantial part of its
     property, or ordering the winding up or liquidation of its affairs, and the
     continuance of any such decree or order for relief or any such other decree
     or order unstayed and in effect for a period of 90 consecutive days;

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

           (7) any other Event of Default provided for pursuant to Section 2.01
     with respect to Securities of that series.

     (b)   In each and every such case (other than an Event of Default specified
in Sections 6.01(a)(5) or 6.01(a)(6)), unless the principal of all the
Securities of that series shall have already

                                       28



become due and payable, either the Trustee or the holders of not less than 25%
in aggregate principal amount of the Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
such Securityholders), may declare the principal of all the Securities of that
series to be due and payable immediately, and upon any such declaration the same
shall become and shall be immediately due and payable, anything contained in
this Indenture or in the Securities of that series or established with respect
to that series pursuant to Section 2.01 hereof to the contrary notwithstanding.
If an Event of Default specified in Sections 6.01(a)(5) or 6.01(a)(6) with
respect to Securities at the time Outstanding occurs, the principal amount of
all the Securities of that series shall automatically and without declaration or
other action on the part of the Trustee or any holder, become immediately due
and payable. The Company shall file with the Trustee written notice of the
occurrence of any Event of Default within five Business Days of the Company's
becoming aware of any such Event of Default.

     (c) The provisions of subsection (b) of this Section, however, are subject
to the condition that if, at any time after the principal of the Securities of
that series shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, the Company shall pay or shall deposit with the Trustee
a sum sufficient to pay all matured installments of interest upon all the
Securities of that series and the principal of (and premium, if any, on) any and
all Securities of that series which shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and any and all defaults under the Indenture,
other than the nonpayment of principal on Securities of that series which shall
not have become due by their terms, shall have been remedied or waived as
provided in Section 6.06, then and in every such case the holders of a majority
in aggregate principal amount of the Securities of that series then outstanding,
by written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences; but no such rescission and annulment shall
extend to or shall affect any subsequent default, or shall impair any right
consequent thereon.

     (d) In case the Trustee shall have proceeded to enforce any right with
respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.

     Section 6.02 (a) The Company covenants that (1) in case default shall be
made in the payment of any installment of interest on any of the Securities of a
series, and such default shall have continued for a period of 30 days, or (2) in
case default shall be made in the payment of the principal of (or premium, if
any, on) any of the Securities of a series when the same shall have become due
and payable, whether upon maturity of the Securities of a series or upon
redemption or upon declaration or otherwise, or in any payment required by any
sinking or analogous fund established with respect to that series as and when
the same shall have become due and payable, then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the

                                       29



holders of the Securities of that series, the whole amount that then shall have
become due and payable on all such Securities for principal (and premium, if
any) or interest, or both, as the case may be, with interest upon the overdue
principal (and premium, if any) and (to the extent that payment of such interest
is enforceable under applicable law) upon overdue installments of interest at
the rate per annum expressed in the Securities of that series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and the amount payable to the Trustee under Section
7.06.

     (b) In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the
Securities of that series and collect in the manner provided by law out of the
property of the Company or other obligor upon the Securities of that series
wherever situated the moneys adjudged or decreed to be payable.

     (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or other judicial
proceedings affecting the Company, any other obligor on such Securities or the
creditors or property of either, the Trustee shall have power to intervene in
such proceedings and take any action therein that may be permitted by the court
and shall (except as may be otherwise provided by law) be entitled to file such
proofs of claim and other papers and documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of Securities of
such series allowed for the entire amount due and payable by the Company or such
other obligor under the Indenture at the date of institution of such proceedings
and for any additional amount which may become due and payable by the Company or
such other obligor after such date, and to collect and receive any moneys or
other property payable or deliverable on any such claim, and to distribute the
same after the deduction of the amount payable to the Trustee under Section
7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is
hereby authorized by each of the holders of Securities of that series to make
such payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to such Securityholders, to pay to the
Trustee any amount due it under Section 7.06.

     (d) All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or 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 payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Securities of that
series.

     In case of an Event of Default hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law, in equity in bankruptcy
or otherwise, whether for the specific enforcement of any covenant or agreement
contained in the Indenture or in aid of the exercise of any power granted

                                       30



in this Indenture, or to enforce any other legal or equitable right vested in
the Trustee by this Indenture or by law.

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

         Section 6.03 Any moneys collected by the Trustee pursuant to Section
6.02 with respect to a particular series of Securities shall be applied in the
order following, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal (or premium, if any) or
interest, upon presentation of the several Securities of that series, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

                  FIRST:  To the payment of costs and expenses of collection and
         of all amounts payable to the Trustee under Section 7.06;

                  SECOND: To the payment of the amounts then due and unpaid upon
         Securities of that series for principal (and premium, if any) and
         interest, 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:  To the Company.

         Section 6.04 No holder of any Security of any series shall have any
right by virtue or by availing of any provision of this Indenture to institute
any suit, action or proceeding in equity or at law upon or under or with respect
to this Indenture or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to Securities of that series specifying such Event of Default, as
hereinbefore provided, and unless also the holders of not less than 25% in
aggregate principal amount of the Securities of such series then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee shall not
have received from the holders of a majority in aggregate principal amount of
the Securities of such series a direction inconsistent with such request and for
60 days after its receipt of such notice, request and offer of indemnity, shall
have failed to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by the taker and holder
of every Security of that series with every other such taker and holder and the
Trustee, that no one or more holders of Securities of that series shall have any
right in any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all holders of Securities of that series. For the

                                       31



protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

         Notwithstanding any other provisions of this Indenture, however, the
right of any holder of any Security to receive payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after
the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, shall not
be impaired or affected without the consent of such holder.

         Section 6.05 (a) All powers and remedies given by this Article to the
Trustee or to the Securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any others thereof or of any other powers
and remedies available to the Trustee or the holders of the Securities, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture or otherwise
established with respect to such Securities.

         (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed as a waiver of any such default or an acquiescence therein;
and, subject to the provisions of Section 6.04, every power and remedy given by
this Article or by law to the Trustee or to the Securityholders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Securityholders.

         Section 6.06 The holders of a majority in aggregate principal amount of
the Securities of any series at the time outstanding, determined in accordance
with Section 8.04, shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to that series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or unduly prejudicial to the rights of holders of
Securities of any other series at the time outstanding determined in accordance
with Section 8.04 not parties thereto. Subject to the provisions of Section
7.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed might involve the Trustee in
personal liability. The holders of a majority in aggregate principal amount of
the Securities of all series at the time outstanding affected thereby,
determined in accordance with Section 8.04, may on behalf of the holders of all
of the Securities of that series waive any past default in the performance of
any of the covenants contained herein or established pursuant to Section 2.01
with respect to such series and its consequences, except a default in the
payment of the principal of, or premium, if any, or interest on, any of the
Securities of that series as and when the same shall become due by the terms of
such Securities or a call for redemption of Securities of that series, which
default may be waived by the unanimous consent of the holders affected. Upon any
such waiver, the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Trustee and the holders of the
Securities of that series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

                                       32




         Section 6.07 The Trustee shall, within 90 days after the occurrence of
a default with respect to a particular series, transmit by mail, first class
postage prepaid, to the holders of Securities of that series, as their names and
addresses appear upon the Security Register, notice of all defaults with respect
to that series known to the Trustee, unless such defaults shall have been cured
or waived before the giving of such notice (the term "defaults" for the purposes
of this Section being hereby defined to be the events specified in subsections
(1), (2), (3), (4), (5), (6) and (7) of Section 6.01(a), not including any grace
periods provided for therein and irrespective of the giving of notice provided
for by subsection (3) of Section 6.01(a)); provided, that, except in the case of
default in the payment of the principal of (or premium, if any) or interest on
any of the Securities of that series or in the payment of any sinking fund
installment established with respect to that series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the holders of Securities of that series; provided
further, that in the case of any default of the character specified in Section
6.01(a)(3) with respect to Securities of that series, no such notice to the
holders of the Securities of that series shall be given until at least 30 days
after the occurrence thereof.

         The Trustee shall not be deemed to have knowledge of any default,
except (i) a default under Section 6.01(a)(1) or (a)(2) as long as the Trustee
is acting as paying agent for such series of Securities or (ii) any default as
to which the Trustee shall have received written notice or a Responsible Officer
charged with the administration of this Indenture shall have actual knowledge or
obtained written notice.

         Section 6.08 All parties to this Indenture agree, and each holder of
any Securities by his, her or its acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, any suit instituted by any
Securityholder, or group of Securityholders, holding more than 10% in aggregate
principal amount of the outstanding Securities of any series, or any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security of such series, on
or after the respective due dates expressed in such Security or established
pursuant to this Indenture.

                                  Article Seven
                             Concerning the Trustee

         Section 7.01 (a) The Trustee, prior to the occurrence of an Event of
Default with respect to Securities of a series and after the curing of all
Events of Default with respect to Securities of that series which may have
occurred, shall undertake to perform with respect to Securities of that series
such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants shall be read into this Indenture against
the Trustee. In case

                                       33



an Event of Default with respect to Securities of a series has occurred (which
has not be cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

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

                  (1)  prior to the occurrence of an Event of Default with
         respect to Securities of a series and after the curing and waiving of
         all such Events of Default with respect to that series which may have
         occurred:

                  (i)  the duties and obligations of the Trustee shall with
                  respect to Securities of that series be determined solely by
                  the express provisions of this Indenture, and the Trustee
                  shall not be liable with respect to Securities of that series
                  except for the performance of such duties and obligations as
                  are specifically set forth in this Indenture, and no implied
                  covenants or obligations shall be read into this Indenture
                  against the Trustee; and

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

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

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

                  (4)  none of the provisions contained in this Indenture shall
         require the Trustee to expend or risk its own funds or otherwise incur
         or risk personal financial liability in the performance of any of its
         duties or in the exercise of any of its rights or powers, if there is
         reasonable ground for believing that the repayment of such funds or
         liability is not

                                       34



         reasonably assured to it under the terms of this Indenture or adequate
         indemnity against such risk is not reasonably assured to it.

         (c) 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 7.01.

         Section 7.02 Except as otherwise provided in Section 7.01:

         (a) The Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, security or other paper
or document believed by it to be genuine and to have been signed or presented by
the property party or parties;

         (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by the Chief Executive Officer or the
President and by the Secretary or an Assistant Secretary or the Treasurer, an
Assistant Treasurer, the Controller or an Assistant Controller (unless other
evidence in respect thereof is specifically prescribed herein);

         (c) The Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted hereunder in good faith and in reliance thereon;

         (d) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing herein contained shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Securities (which has not been cured
or waived) to exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and to use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs;

         (e) If an Event of Default shall have occurred and be continuing, the
Trustee shall be under no obligation to follow any request, order or direction
of the Company if in the reasonable judgment of the Trustee the following of
such request, order or direction would not be in the best interests of all the
holders;

         (f) The Trustee shall not be liable for any action taken or omitted to
be taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

         (g) 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, consent, order, approval, bond, security, or
other papers or documents, unless requested in writing to do so by the holders
of not less than a majority in principal amount of the outstanding

                                       35



Securities of the particular series affected thereby (determined as provided in
Section 8.04); provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand;

         (h) 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; and

         (i) Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action or omission of the
Trustee in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than three
Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

         Section 7.03 (a) The recitals contained herein and in the Securities
(other than the Certificate of Authentication on the Securities) shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same.

         (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

         (c) The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds of the Securities, or
for the use or application of any moneys paid over by the Trustee in accordance
with any provision of this Indenture or established pursuant to Section 2.01, or
for the use or application of any moneys received by any paying agent other than
the Trustee.

         (d) The Trustee shall have no responsibility with respect to any
information, statement or recital in any offering memorandum or other disclosure
material prepared or distributed with respect to the Securities.

         Section 7.04 The Trustee or any paying agent or Security Registrar, in
its individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not Trustee, paying
agent or Security Registrar.

         Section 7.05 Subject to the provisions of Section 11.06, all moneys
received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which

                                       36



they were received, but 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 moneys received by it hereunder except such as it may agree in writing with
the Company to pay thereon.

         Section 7.06 (a) The Company covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, such compensation as
the Company and the Trustee may agree upon (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and the Company will pay or reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also covenants to indemnify the Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any loss, damage,
claim, liability or expense incurred without negligence or bad faith on the part
of the Trustee and 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 of liability in the premises.

         (b) The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the termination of this Indenture. Such additional
indebtedness shall be a senior lien to that of the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the holders of particular Securities, and the Securities are
hereby subordinated to each such senior lien.

         (c) Without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default, the expenses (including the reasonable
charges and expenses of its counsel) and compensation for its services are
intended to constitute expenses of administration under applicable federal or
state bankruptcy, insolvency or similar law.

         Section 7.07 Except as otherwise provided in Section 7.01, whenever in
the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, it shall be entitled to
receive, and such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively provided and established by an
Officers' Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.

         Section 7.08 If the Trustee has acquired or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to

                                       37



the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

         Section 7.09 There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation organized
and doing business under the laws of the United States of America or any State
or Territory thereof or of the District of Columbia, or a corporation or other
person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50 million, and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The Company may not, nor may any person
directly or indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 7.10.

         Section 7.10 (a) The Trustee or any successor hereafter appointed may
at any time resign with respect to the Securities of one or more series by
giving written notice thereof to the Company and by transmitting notice of
resignation by mail, first-class postage prepaid, to the Securityholders of that
series, as their names and addresses appear upon the Security Register. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee with respect to Securities of that series by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Securities of that series, or any Securityholder of that series who has been a
bona fide holder of a Security or Securities of that series for at least six
months may, subject to the provisions of Section 6.08, on behalf of himself and
all others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, appoint a successor trustee.

         (b)      In case at any time any of the following shall occur:

                  (1) the Trustee shall fail to comply with the provisions of
         Section 7.08 after written request therefor by the Company or by any
         Securityholder who has been a bona fide holder of a Security or
         Securities for at least six months; or

                  (2) the Trustee shall cease to be eligible in accordance with
         the provisions of Section 7.09 and shall fail to resign after written
         request therefor by the Company or by any such Securityholder; or

                  (3) the Trustee shall become incapable of acting, shall be
         adjudged a bankrupt or insolvent, a receiver of the Trustee or of its
         property shall be appointed or any public

                                       38




         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, the Company may remove the Trustee with respect
to all Securities and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 6.08, unless, with
respect to clause (b)(1) above, the Trustee's duty to resign is stayed as
provided in Section 310(b) of the Trust Indenture Act, any Securityholder who
has been a bona fide holder of a Security or Securities 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. Such court may thereupon after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee. If a notice of removal shall have been delivered to the Trustee and no
successor trustee shall have been appointed and accepted appointment within 30
days after the Trustee's receipt of such notice of removal, the Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.

         (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to that series and appoint a successor trustee.

         (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

         (e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

         Section 7.11 (a) In case of the appointment hereunder of a successor
trustee with respect to all Securities, every such successor trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor trustee all the rights, powers, and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring Trustee hereunder, subject
to any prior lien provided for in Section 7.06(b).

         (b) In case of the appointment hereunder of a successor trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and

                                       39



which shall (1) contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor trustee
relates, (2) contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee and (3) add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; and upon the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein,
such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.

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

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

         (e) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first-class postage prepaid, to the Securityholders,
as their names and addresses appear upon the Security Register. If the Company
fails to transmit such notice within 10 days after acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

         Section 7.12 Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, 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 of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of the

                                       40



Trust Indenture Act and eligible under the provisions of Section 7.09, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding. 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 7.13 If and when the Trustee shall 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 other obligor upon the Securities).

                                  Article Eight
                         Concerning the Securityholders

         Section 8.01 Whenever in this Indenture it is provided that the holders
of a majority or specified percentage in aggregate principal amount of the
Securities of a particular series may take any action (including the making of
any demand or request, the giving of any notice, consent or waiver or the taking
of any other action), the fact that at the time of taking any such action the
holders of such majority or specified percentage of that series have joined
therein may be evidenced by any instrument or any number of instruments of
similar tenor executed by such holders of Securities of that series in person or
by agent or proxy appointed in writing.

         If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for that series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action, including any
revocation thereof, may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall be
deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of outstanding Securities of that
series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the outstanding Securities of that series shall be computed as of the
record date; provided that no such authorization, agreement or consent by such
Securityholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

         Section 8.02 Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not require
notarization) or his, her or its agent or proxy and proof of the holding by any
person of any of the Securities shall be sufficient if made in the following
manner:

         (a) the fact and date of the execution by any such person of any
instrument may be proved in any reasonable manner acceptable to the Trustee;

                                       41




         (b) the ownership of Securities shall be proved by the Security
Register of such Securities or by a certificate of the Security Registrar
thereof; or

         (c) the Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.

         Section 8.03 Prior to the due presentment for registration of transfer
of any Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the person in whose name such Security shall be
registered upon the books of the Company as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notice of
ownership or writing thereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal of and
premium, if any, and (subject to Section 2.03) interest on such Security and for
all other purposes; and neither the Company nor the Trustee nor any paying agent
nor any Security Registrar shall be affected by any notice to the contrary.

         Section 8.04 In determining whether the holders of the requisite
aggregate principal amount of Securities of a particular series have concurred
in any direction, consent or waiver under this Indenture, Securities of that
series which are owned by the Company or any other obligor on the Securities of
that series or by any person directly or indirectly controlling or controlled by
or under common control with the Company or any other obligor on the Securities
of that series shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities of such series which the Trustee actually knows are
so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section, if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not a
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

         Section 8.05 At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the holders
of the majority or percentage in aggregate principal amount of the Securities of
a particular series specified in this Indenture in connection with such action,
any holder of a Security of that series which is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid, any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.

                                       42



                                  Article Nine
                             Supplemental Indentures

         Section 9.01 In addition to any supplemental indenture otherwise
authorized by this Indenture, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:

         (a)   to evidence the succession of another corporation to the Company,
and the assumption by any such successor of the covenants of the Company
contained herein or otherwise established with respect to the Securities;

         (b)   to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions for the protection of the holders of the
Securities of all or any series as the Board of Directors and the Trustee shall
consider to be for the protection of the holders of Securities of all or any
series, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions or
provisions a default or an Event of Default with respect to that series
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth; provided, however, that in respect of any
such additional covenant, restriction, condition or provision, such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other
defaults), may provide for an immediate enforcement upon such default or may
limit the remedies available to the Trustee upon such default or may limit the
right of the holders of a majority in aggregate principal amount of the
Securities of such series to waive such default;

         (c)   to surrender any right or power herein conferred upon the
Company;

         (d)   to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this indenture as shall not be inconsistent with the provisions of
this Indenture and shall not adversely affect the interests of the holders of
the Securities of any series;

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

         (f)   to add any additional Events of Default for the benefit of the
holders of all or any series of Securities (and if such additional Events of
Default are to be for the benefit of less than all series of Securities, stating
that such additional Events of Default are expressly being included solely for
the benefit of such series);

         (g)   to secure the Securities; or

                                       43



         (h)   to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
7.11.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations which may be therein contained, but the
Trustee 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.

         Any supplemental indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

         Section 9.02 With the consent (evidenced as provided in Section 8.01)
of the holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such supplemental indenture or indentures
at the time outstanding, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, this
Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Securities of that series under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the holders of each Security then Outstanding and affected thereby,
(i) extend the fixed maturity of any Securities of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any premium payable upon the redemption thereof;
(ii) reduce the amount of principal of an Original Issue Discount Security or
any other Security payable upon acceleration of the maturity thereof pursuant to
Section 6.01(b); (iii) change the currency in which any Security or any premium
or interest is payable; (iv) impair the right to enforce any payment on or with
respect to any Security; (v) adversely change the right to convert or exchange,
including decreasing the conversion rate or increasing the conversion price of,
such Security (if applicable); (vi) reduce the percentage in principal amount of
outstanding Securities of any series, the consent of whose holders is required
for modification or amendment of this Indenture or for waiver of compliance with
certain provisions of this Indenture or for waiver of certain defaults; (vii)
reduce the requirements contained in this Indenture for quorum or voting; or
(viii) modify any of the above provisions.

         Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture.

                                       44



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

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

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first-class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

         Section 9.03 Upon the execution of any supplemental indenture pursuant
to the provisions of this Article, Article Two, Article Seven or of Article Ten,
this Indenture shall, with respect to that series, be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Securities of the series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

         Section 9.04 Securities of any series, affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article, Article Two, Article Seven
or of Article Ten, may bear a notation in form approved by the Company, provided
such form meets the requirements of any exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of that series so modified as to
conform, in the opinion of the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then outstanding.

         Section 9.05 The Trustee, subject to the provisions of Section 7.01, is
entitled to receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is proper
for the Trustee under the provisions of this Article to join in the execution
thereof.

                                       45



                                   Article Ten
                         Consolidation, Merger and Sale

         Section 10.01 Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Company with or into
any other Person (whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any sale, assignment, conveyance,
transfer or lease of the assets or other property of the Company or its
successor or successors substantially as an entirety to any other Person
(whether or not affiliated with the Company or its successor or successors);
provided that (i) immediately prior to and immediately following any such
consolidation, merger, sale, conveyance, transfer or lease, no Event of Default
shall have occurred and be continuing and (ii) the Company is the surviving or
continuing Person, or the surviving or continuing Person that acquires the
Company's assets by consolidation, merger, sale, conveyance, transfer or lease
is incorporated in the United States of America or Canada and expressly assumes
the payment and performance of all obligations of the Company under this
Indenture and the Securities.

         Section 10.02 (a) In case of any such consolidation, merger, sale,
conveyance, transfer or lease and upon the assumption by the successor Person,
by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the
principal of and premium, if any, and interest on all of the Securities of all
series outstanding and the due and punctual performance of all of the covenants
and conditions of this Indenture or established with respect to each series of
the Securities pursuant to Section 2.01 to be performed by the Company with
respect to each series, such successor Person shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
as the party of the first part, and thereupon, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities, except the provisions of Section 7.06 to the
extent such provisions relate to matters occurring before any such
consolidation, merger, sale, conveyance, transfer or lease. For the avoidance of
doubt, nothing herein shall relieve the successor Person of liability with
respect to such provisions, the predecessor and successor Persons being jointly
and severally liable therefor. Such successor Person thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company or
any other predecessor obligor on the Securities, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person,
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the predecessor Company to the Trustee for authentication, and any
Securities which such successor Person thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

         (b)   In case of any such consolidation, merger, sale, conveyance,
transfer or lease, such changes in phraseology and form (but not in substance)
may be made in the Securities thereafter to be issued as may be appropriate.

                                       46



         (c)   Nothing contained in this Indenture or in any of the Securities
shall prevent the Company from acquiring by purchase or otherwise all or any
part of the property of any other Person (whether or not affiliated with the
Company).

         Section 10.03 The Trustee, subject to the provisions of Section 7.01,
is entitled to receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or lease, and any such assumption, comply with the provisions of this
Article.

                                 Article Eleven
                    Satisfaction and Discharge of Indenture;
                                Unclaimed Moneys

         Section 11.01 If at any time: (a) the Company shall have delivered to
the Trustee for cancellation all Securities of a series theretofore
authenticated (other than any Securities which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in Section 2.07
and Securities for whose payment money or Governmental Obligations has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereupon repaid to the Company or discharged from such trust, as
provided in Section 11.06); (b) all such Securities of a particular series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and (c) the Company shall
deposit or cause to be deposited with the Trustee as trust funds the entire
amount in moneys or Governmental Obligations, or a combination thereof, the
principal of and interest on which, without reinvestment, is sufficient in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay at
maturity or upon redemption all such Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if
any) and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if the Company shall also pay or cause
to be paid all other sums payable hereunder with respect to that series by the
Company, then this Indenture shall thereupon cease to be of further effect with
respect to that series except for the provisions of Sections 2.05, 2.07, 4.02
and 7.10, which shall survive until the date of maturity or redemption date, as
the case may be, and Sections 7.06 and 11.06 which shall survive to such date
and thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall, subject to compliance with 13.05, execute proper
instruments acknowledging satisfaction of and discharging this Indenture with
respect to such series.

         Section 11.02 If at any time all such Securities of a particular series
not theretofore delivered to the Trustee for cancellation or which have not
become due and payable as described in Section 11.01 shall have been paid by the
Company by depositing irrevocably with the Trustee as trust funds moneys or an
amount of Governmental Obligations, or a combination thereof, the principal of
and interest on which, without reinvestment, is sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or
upon redemption all such Securities of that series not theretofore delivered to
the Trustee for cancellation, including principal (and premium, if any) and
interest due or to become due to such date of maturity or date fixed for
redemption, as

                                       47



the case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company with respect to that series, then after
the date such moneys or Governmental Obligations, as the case may be, are
deposited with the Trustee, the obligations of the Company under this Indenture
with respect to such series shall cease to be of further effect except for the
provisions of Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.06 hereof which shall
survive until such Securities shall mature and be paid. Thereafter, Sections
7.06 and 11.06 shall survive. The release of the Company from its obligations
under this Indenture, as provided for in this Section 11.02, shall be subject to
the further conditions that the Company first shall have caused to be delivered
to the Trustee (i) an Opinion of Counsel to the effect that Securityholders of a
series with respect to which a deposit has been made in accordance with this
Section 11.02 will not realize income, gain or loss for federal income tax
purposes as a result of such deposit and release, and will be subject to federal
income tax on the same amount, in the same manner and at the same times as would
have been the case if such deposit and release had not occurred and (ii) the
Opinion of Counsel and Officers' Certificate required by Section 13.05.

         Section 11.03 If, in addition to satisfying the conditions set forth in
Sections 11.01 or 11.02 (except for the requirement of the Opinion of Counsel
referred to in clause (i) of Section 11.02), (i) the Company delivers to the
Trustee an Opinion of Counsel to the effect that (a) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or
(b) since the date of this Indenture there has been a change in applicable
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Securityholders of a series with
respect to which a deposit has been made in accordance with Sections 11.01 or
11.02 will not realize income, gain or loss for federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to federal
income tax on the same amount, in the same manner and at the same times, as
would have been the case if such deposit, defeasance and discharge had not
occurred and (c) the deposit shall not result in the Company, the Trustee or the
trust hereunder being deemed an "investment company" under the Investment
Company Act of 1940, as amended, (ii) the Company shall have caused to be
delivered to the Trustee the Opinion of Counsel and Officers' Certificate
required by Section 13.05 and (iii) no event or condition shall exist that would
prevent the Company from making payments of the principal of (and premium, if
any) or interest on the Securities on the date of such deposit or at any time
during the period ending on the ninety-first day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until the
expiration of such period), then, in such event, the Company will be deemed to
have paid and discharged the entire indebtedness on that series and the holder
thereof shall thereafter be entitled to receive payment solely from the trust
fund described above.

         Section 11.04 All moneys or Governmental Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.

         Section 11.05 In connection with the satisfaction and discharge of this
Indenture all moneys or Governmental Obligations then held by any paying agent
under the provisions of this Indenture shall, upon demand of the Company, be
paid to the Trustee and thereupon such paying

                                       48



agent shall be released from all further liability with respect to such moneys
or Governmental Obligations.

         Section 11.06 Any moneys or Governmental Obligations deposited with any
paying agent or the Trustee, or then held by the Company, in trust for payment
of principal of or premium or interest on the Securities of a particular series
that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and
payable, shall, upon written notice from the Company, be repaid to the Company
or (if then held by the Company) shall be discharged from such trust; and
thereupon the paying agent and the Trustee shall be released from all further
liability with respect to such moneys or Governmental Obligations, and the
holder of any of the Securities entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.

                                 Article Twelve
                Immunity of Incorporators, Stockholders, Officers
                                  and Directors

         Section 12.01 No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of
the Company or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law, in equity or
by constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.

                                Article Thirteen
                            Miscellaneous Provisions

         Section 13.01 All the covenants, stipulations, promises and agreements
in this Indenture contained by or on behalf of the Company shall bind its
successors and assigns, whether so expressed or not.

                                       49



         Section 13.02 Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

         Section 13.03 Except as otherwise expressly provided herein, any notice
or demand which by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the holders of Securities to or on the
Company may be given or served by being deposited first-class postage prepaid in
a post-office letter box addressed (until another address is filed in writing by
the Company with the Trustee), as follows: StanCorp Financial Group, Inc., 1100
SW Sixth Avenue, Portland, Oregon 97204, Attention: Chief Financial Officer. Any
notice, election, request or demand by the Company or any Securityholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing at the Corporate Trust Office of the
Trustee, Attention: Corporate Trust Services. Except as otherwise expressly
provided herein, any notice by the Company or the Trustee to any Securityholder
shall be deemed to have been sufficiently given, for all purposes, if deposited
first-class postage prepaid in a post office letter box addressed to the
Securityholder as the Securityholder's name and address appears upon the
Security Register.

         Section 13.04 This Indenture and each Security shall, pursuant to
Section 5-1401 of the New York General Obligations Law, be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of that State, without regard to
the conflicts of laws principles thereof (other than Section 5-1401 of the New
York General Obligations Law).

         Section 13.05 (a) Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

         (b)   Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture (other than the Certificate provided pursuant to Section
5.03(d) of this Indenture) shall include (1) a statement that the person making
such certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he 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 or not, in the opinion of such
person, such condition or covenant has been complied with.

         Section 13.06 Except as provided pursuant to Section 2.01 pursuant to a
Board Resolution, and as set forth in an Officers' Certificate, or established
in one or more indentures

                                       50



supplemental to this Indenture, in any case where the date of maturity of
interest or principal of any Security or the date of redemption of any Security
shall not be a Business Day then payment of interest or principal (and premium,
if any) may be made on the next succeeding Business Day with the same force and
effect as if made on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.

         Section 13.07 If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by operation of Section
318(c) of the Trust Indenture Act, such imposed duties shall control.

         Section 13.08 This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute one and the same instrument.

         Section 13.09 In case any one or more of the provisions contained in
this Indenture or in the Securities of any series shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Indenture or of such Securities, but this Indenture and such Securities shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.

         Section 13.10 This Indenture is binding upon and inures to the benefit
of the parties thereto and their respective successors and assigns. This
Indenture may not be assigned by the parties thereto.

         U.S. Bank National Association, as Trustee, hereby accepts the trusts
in this Indenture declared and provided, upon the terms and conditions
hereinabove set forth.

                                       51



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

                                                  STANCORP FINANCIAL GROUP, INC.

                                                  By:___________________________
                                                     Its:_______________________

Attest:

By:_________________________
   Its:_____________________

                                                  U.S. BANK NATIONAL ASSOCIATION
                                                  as Trustee

                                                  By:___________________________
                                                     Its: Vice President

                                       52

EX-4.(D)

                                                                    Exhibit 4(d)

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


                         STANCORP FINANCIAL GROUP, INC.

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,

                                   as Trustee



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



                                    INDENTURE

                             Dated as of July , 2002


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




                          Subordinated Debt Securities



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




                              CROSS-REFERENCE TABLE



         Section of
     Trust Indenture Act                                         Section of
     of 1939, as amended                                         Indenture
     -------------------                                       --------------
                                                               
           310(a) .............................................   7.09
           310(b) .............................................   7.08
                  .............................................   7.10
           310(c) .............................................   Inapplicable
           311(a) .............................................   7.13(a)
           311(b) .............................................   7.13(b)
           311(c) .............................................   Inapplicable
           312(a) .............................................   5.01
           312(b) .............................................   5.02(b)
           312(c) .............................................   5.02(c)
           313(a) .............................................   5.04(a)
           313(b) .............................................   5.04(b)
           313(c) .............................................   5.04(a)
           313(d) .............................................   5.04(c)
           314(a) .............................................   5.03
           314(b) .............................................   Inapplicable
           314(c) .............................................   13.07
           314(d) .............................................   Inapplicable
           314(e) .............................................   13.07
           314(f) .............................................   Inapplicable
           315(a) .............................................   7.01(a)
                  .............................................   7.02
           315(b) .............................................   6.07
           315(c) .............................................   7.01
           315(d) .............................................   7.01(b)
                  .............................................   7.01(c)
           315(e) .............................................   6.08
           316(a) .............................................   6.06
                  .............................................   8.04
           316(b) .............................................   6.04
           316(c) .............................................   8.01
           317(a) .............................................   6.02
           317(b) .............................................   4.09
           318(a) .............................................   13.09


                                       i



                               TABLE OF CONTENTS*



                                                                                                     Page
                                                                                                   
Parties ..........................................................................................    1
                                    Recitals:

Purpose of Indenture .............................................................................    1
Compliance with legal requirements ...............................................................    1
Purpose of and consideration for Indenture .......................................................    1

                                   Article One
                                   Definitions

Section 1.01          Certain terms defined; other terms defined in the Trust
                      Indenture Act of 1939, as amended, or by reference therein
                      in the Securities Act of 1933, as amended, to have the
                      meanings assigned therein ..................................................     1

                      Authenticating Agent .......................................................     2

                      Board of Directors .........................................................     2

                      Board Resolution ...........................................................     2

                      Business Day ...............................................................     2

                      Certificate ................................................................     2

                      Commission .................................................................     2

                      Company ....................................................................     2

                      Corporate Trust Office .....................................................     3

                      Custodian ..................................................................     3

                      default ....................................................................     3

                      Depository .................................................................     3

                      Event of Default ...........................................................     3

                      Exchange Act ...............................................................     3

                      Global Security ............................................................     3

                      Governmental Obligations ...................................................     4

                      Indebtedness ...............................................................     4

                      Indenture ..................................................................     4

                      Interest Payment Date ......................................................     4



________________
* This Table of Contents does not constitute part of the Indenture and should
nothave any bearing upon the interpretation of any of its terms or provisions.

                                       ii



                                                                                                      
                      Officers' Certificate ...........................................................  5

                      Opinion of Counsel ..............................................................  5

                      Original Issue Discount Security ................................................  5

                      Outstanding .....................................................................  5

                      Periodic Offering ...............................................................  5

                      Person ..........................................................................  6

                      Predecessor Security ............................................................  6

                      Responsible Officer .............................................................  6

                      Securities Act ..................................................................  6

                      Security or Securities ..........................................................  6

                      Security Register and Security Registrar ........................................  6

                      Securityholder ..................................................................  6

                      Senior Indebtedness .............................................................  6

                      Subsidiary ......................................................................  7

                      Trustee .........................................................................  7

                      Trust Indenture Act .............................................................  8

                      Vice President ..................................................................  8

                      Voting Stock ....................................................................  8

                                               Article Two
                            Issue, Description, Terms, Execution, Registration and
                                        Exchange of Securities

Section 2.01          Designation, terms, amount, authentication and delivery of Securities ...........  8

Section 2.02          Form of Securities and Trustee's Certificate .................................... 10

Section 2.03          Date and denominations of Securities, and provisions for
                      payment of principal, premium and interest ...................................... 10

Section 2.04          Execution of Securities ......................................................... 12

Section 2.05          Exchange of Securities .......................................................... 13

                      (a) Registration and transfer of Securities ..................................... 13

                      (b) Securities to be accompanied by proper instruments of transfer .............. 13

                      (c) Charges upon exchange, transfer or registration of Securities ............... 14

                      (d) Restrictions on transfer or exchange at time of redemption .................. 14

Section 2.06          Temporary Securities ............................................................ 14

Section 2.07          Mutilated, destroyed, lost or stolen Securities ................................. 14

Section 2.08          Cancellation of surrendered Securities .......................................... 15



                                      iii



                                                                                               
Section 2.09     Provisions of Indenture and Securities for sole benefit of
                 parties and Securityholders ....................................................   15

Section 2.10     Appointment of Authenticating Agent ............................................   15

Section 2.11     Global Security ................................................................   16

Section 2.12     CUSIP Numbers ..................................................................   18

                                            Article Three
                          Redemption of Securities and Sinking Fund Provisions

Section 3.01     Redemption of Securities .......................................................   19

Section 3.02     (a) Notice of Redemption .......................................................   19

                 (b) Selection of Securities in case less than all Securities to
                 be redeemed ....................................................................   19

Section 3.03     (a) When Securities called for redemption become due and
                 payable ........................................................................   20

                 (b) Receipt of new Security upon partial payment ...............................   20

Section 3.04     Sinking Fund for Securities ....................................................   20

Section 3.05     Satisfaction of Sinking Fund Payments with Securities ..........................   21

Section 3.06     Redemption of Securities for Sinking Fund ......................................   21

                                             Article Four
                                  Particular Covenants of the Company

Section 4.01     Payment of principal of (and premium, if any) and interest on
                 Securities .....................................................................   21

Section 4.02     Maintenance of office or agency for payment of Securities,
                 designation of office or agency for payment, registration,
                 transfer and exchange of Securities ............................................   21

Section 4.03     (a) Duties of paying agent .....................................................   22

                 (b) Company as paying agent ....................................................   22

                 (c) Holding sums in trust ......................................................   23

Section 4.04     Annual reports to Trustee ......................................................   23

Section 4.05     Maintenance of existence, rights and franchises ................................   23

Section 4.06     Payment of taxes, assessments and governmental charges .........................   23

Section 4.07     Prohibition of liens on stock of Standard Insurance Company ....................   23

Section 4.08     Prohibition of sale of stock of Standard Insurance Company .....................   24

Section 4.09     Appointment to fill vacancy in office of Trustee ...............................   24

Section 4.10     Restriction on consolidation, merger or sale ...................................   24



                                       iv





                                            Article Five
                  Securityholders' Lists and Reports by the Company and the Trustee
                                                                                               
Section 5.01     Company to furnish Trustee information as to names and
                 addresses of Securityholders ..................................................   24

Section 5.02     (a) Trustee to preserve information as to names and addresses
                 of Securityholders received by it in capacity of paying agent .................   25

                 (b) Trustee may destroy list of Securityholders on certain
                 conditions ....................................................................   25

                 (c) Trustee to make information as to names and addresses of
                 Securityholders available to "applicants" or mail
                 communications to Securityholders in certain circumstances ....................   25

                 (d) Procedure if Trustee elects not to make information
                 available to applicants .......................................................   25

                 (e) Company and Trustee not accountable for disclosure of
                 information ...................................................................   26

Section 5.03     (a) Annual and other reports to be filed by Company with
                 Trustee .......................................................................   26

                 (b) Additional information and reports to be filed with Trustee
                 and Securities and Exchange Commission ........................................   26

                 (c) Summaries of information and reports to be transmitted by
                 Company to Securityholders ....................................................   26

Section 5.04     (a) Trustee to transmit annual report to Securityholders ......................   27

                 (b) Trustee to transmit certain further reports to
                 Securityholders ...............................................................   27

                 (c) Copies of reports to be filed with stock exchanges and
                 Securities and Exchange Commission ............................................   28

                                            Article Six
                  Remedies of the Trustee and Securityholders Upon Event of Default

Section 6.01     (a) Events of Default defined .................................................   28

                 (b) Acceleration of maturity upon Event of Default ............................   29

                 (c) Waiver of default and rescission of declaration of maturity ...............   30

                 (d) Restoration of former position and rights upon curing
                 default .......................................................................   30

Section 6.02     (a) Covenant of Company to pay to Trustee whole amount due on
                 Securities on default in payment of interest or principal (and
                 premium, if any) ..............................................................   30

                 (b) Trustee may recover judgment for whole amount due on
                 Securities on failure of Company to pay .......................................   30

                 (c) Filing of proof of claim by Trustee in bankruptcy,
                 reorganization or receivership proceeding .....................................   31


                                        v



                                                                                              
                 (d)  Rights of action and of asserting claims may be enforced
                 by Trustee without possession of Securities ...................................   31

Section 6.03     Application of moneys collected by Trustee ....................................   32

Section 6.04     Limitation on suits by holders of Securities ..................................   32

Section 6.05     (a)  Remedies cumulative ......................................................   33

                 (b)  Delay or omission in exercise of rights not waiver of
                 default .......................................................................   33

Section 6.06     Rights of holders of majority in principal amount of Securities
                 to direct Trustee and to waive defaults .......................................   33

Section 6.07     Trustee to give notice of defaults known to it, but may
                 withhold in certain circumstances .............................................   33

Section 6.08     Requirements of an undertaking to pay costs in certain suits
                 under Indenture or against Trustee ............................................   34

                                            Article Seven
                                       Concerning the Trustee

Section 7.01     (a)  Upon Event of Default occurring and continuing, Trustee
                 shall exercise powers vested in it, and use same degree of care
                 and skill in their exercise, as prudent individual would use ..................   34

                 (b)  Trustee not relieved from liability for negligence or
                 willful misconduct except as provided in this section .........................   34

                 (1)  Prior to Event of Default and after the curing of all
                 Events of Default which may have occurred .....................................   35

                 (i)  Trustee not liable except for performance of duties
                 specifically set forth ........................................................   35

                 (ii) In absence of bad faith, Trustee may conclusively
                 rely on certificates or opinions furnished it hereunder,
                 subject to duty to examine the same if specifically
                 required to be furnished to it ................................................   35

                 (2)  Trustee not liable for error of judgment made in good
                 faith by Responsible Officer unless Trustee negligent .........................   35

                 (3)  Trustee not liable for action or non-action in accordance
                 with direction of holders of majority in principal amount of
                 Securities ....................................................................   35

                 (4)  Trustee need not expend own funds without adequate
                 indemnity .....................................................................   35

                 (c)  Provisions regarding liability of Trustee subject to
                 Section 7.01 ..................................................................   35

Section 7.02     Subject to provisions of Section 7.01: ........................................   35

                 (a)  Trustee may rely on documents believed genuine and
                 properly signed or presented ..................................................   35

                 (b)  Sufficient evidence by certain instruments provided for ..................   36



                                       vi



                                                                                         
               (c) Trustee may consult with counsel and act on advice or
               Opinion of Counsel ........................................................   36

               (d) Trustee may require indemnity from Securityholders ....................   36

               (e) If an Event of Default has occurred, Trustee is under no
               obligation to follow directions of Company if it would not be in
               the best interest of Securityholders ......................................   36

               (f) Trustee not liable for actions in good faith believed to be
               authorized ................................................................   36

               (g) Trustee not bound to make investigation ...............................   36

               (h) Trustee may perform duties directly or through agents or
               attorneys .................................................................   37

               (i) Application for Instructions ..........................................   37

Section 7.03   (a) Trustee not liable for recitals in Indenture or in Securities .........   37

               (b) No representations by Trustee as to validity of Indenture or
               of Securities .............................................................   37

               (c) Trustee not accountable for use of Securities or proceeds .............   37

               (d) Trustee not responsible for disclosure materials ......................   37

Section 7.04   Trustee, paying agent or Security Registrar may own Securities ............   37

Section 7.05   Moneys received by Trustee to be held in trust without interest ...........   37

Section 7.06   (a) Trustee entitled to compensation, reimbursement and indemnity .........   37

               (b) Obligations to Trustee to be secured by claim prior to
               Securities ................................................................   38

               (c) Services in connection with Event of Default ..........................   38

Section 7.07   Right of Trustee to rely on certificate of officers of Company
               where no other evidence specifically prescribed ...........................   38

Section 7.08   Trustee acquiring conflicting interest to eliminate conflict or
               resign ....................................................................   38

Section 7.09   Requirements for eligibility of Trustee ...................................   38

Section 7.10   (a) Resignation of Trustee and appointment of successor ...................   39

               (b) Removal of Trustee by Company or by court on Securityholders'
               application ...............................................................   39

               (c) Removal of Trustee by holders of majority in principal
               amount of Securities ......................................................   40

               (d) Time when resignation or removal of Trustee effective .................   40

               (e) One Trustee for each series ...........................................   40

Section 7.11   (a) Acceptance by successor to Trustee ....................................   40

               (b) Trustee with respect to less than all series ..........................   40

               (c) Company to confirm Trustee's rights ...................................   41

               (d) Successor Trustee to be qualified .....................................   41




                                       vii



                                                                                             
                (e) Notice of succession .....................................................    41

Section 7.12    Successor to Trustee by merger, consolidation or succession to
                business .....................................................................    41

Section 7.13    Limitations on rights of Trustee as a creditor to obtain payment
                of certain claims ............................................................    41

                                                Article Eight
                                      Concerning the Securityholders

Section 8.01    Evidence of action by Securityholders ........................................    42

Section 8.02    Proof of execution of instruments and of holding of Securities ...............    42

Section 8.03    Who may be deemed owners of Securities .......................................    42

Section 8.04    Securities owned by Company or controlled or controlling
                companies disregarded for certain purposes ...................................    43

Section 8.05    Instruments executed by Securityholders bind future holders ..................    43

                                                Article Nine
                                          Supplemental Indentures

Section 9.01    Purposes for which supplemental indenture may be entered into
                without consent of Securityholders ...........................................    43

Section 9.02    Modification of Indenture with consent of Securityholders ....................    45

Section 9.03    Effect of supplemental indentures ............................................    46

Section 9.04    Securities may bear notation of changes by supplemental
                indentures ...................................................................    46

Section 9.05    Opinion of Counsel ...........................................................    46

                                                 Article Ten
                                      Consolidation, Merger and Sale

Section 10.01   Consolidations or mergers of Company and sales or conveyances
                of property of Company permitted .............................................    46

Section 10.02   (a) Rights and duties of successor company ...................................    47

                (b) Appropriate changes may be made in phraseology and form of
                Securities ...................................................................    47

                (c) Company may consolidate or merge into itself or acquire
                properties of other corporations .............................................    47

Section 10.03   Opinion of Counsel ...........................................................    47

                                              Article Eleven
                          Satisfaction and Discharge of Indenture; Unclaimed Moneys

Section 11.01   Satisfaction and discharge of Indenture ......................................    48

Section 11.02   Discharge of Company's Obligations ...........................................    48

Section 11.03   Opinion of Counsel ...........................................................    49




                                      viii



                                                                                                    
Section 11.04      Application by Trustee of funds deposited for payment of Securities ................   49

Section 11.05      Repayment of moneys held by paying agent ...........................................   49

Section 11.06      Repayment of moneys held by Trustee ................................................   49

                                              Article Twelve
                      Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01      Incorporators, stockholders, officers and directors of Company exempt
                   from individual liability ..........................................................   50

                                              Article Thirteen
                                          Miscellaneous Provisions

Section 13.01      Successors and assigns of Company bound by Indenture ...............................   50

Section 13.02      Acts of board, committee or officer of successor company valid .....................   50

Section 13.03      Required notices or demands may be served by mail ..................................   50

Section 13.04      Indenture and Securities to be construed in accordance with laws of the
                   State of New York ..................................................................   51

Section 13.05      (a) Officers' Certificate and Opinion of Counsel to be furnished upon
                   applications or demands by Company .................................................   51

                   (b) Statements to be included in each certificate or opinion with respect
                   to compliance with condition or covenant ...........................................   51

Section 13.06      Payments due on Sundays or holidays ................................................   51

Section 13.07      Provisions required by Trust Indenture Act of 1939 to control ......................   51

Section 13.08      Indenture may be executed in counterparts ..........................................   52

Section 13.09      Separability of Indenture provisions ...............................................   52

Section 13.10      No assignment of Indenture .........................................................   52

                                              Article Fourteen
                                         Subordination of Securities

Section 14.01      Securities subordinated to Senior Indebtedness .....................................   52

Section 14.02      Prohibition of payments on Securities when Senior Indebtedness in default ..........   52

Section 14.03      Payments or distribution of assets upon dissolution, winding-up, liquidation
                   or reorganization of the Company ...................................................   52

Section 14.04      Rights of holders of Securities subrogated to rights of holders of Senior
                   Indebtedness; no impairment of rights of holders of Securities to payment ..........   54

Section 14.05      Trustee authorized and directed by holders to effectuate subordination .............   54



                                       ix



                                                                            
Section 14.06    Company to notify Trustee of facts prohibiting
                 payments with respect to Securities; Trustee entitled to
                 rely on certain notices from holders of Senior
                 Indebtedness ..................................................  55

Section 14.07    Trustee entitled to rights as holder of Senior Indebtedness
                 and undertakes only specified obligations .....................  55

Section 14.08    Holders of Senior Indebtedness not prejudiced by acts or
                 failures to act by Company or by acts or failures to acts, in
                 good faith, by holders of Senior Indebtedness .................  56

Acceptance of Trust by Trustee .................................................  56

Testimonium ....................................................................  56

Signatures .....................................................................  56



                                        x




         THIS INDENTURE, dated as of the _____ day of July, 2002, between
STANCORP FINANCIAL GROUP, INC., a corporation duly organized and existing under
the laws of the State of Oregon (hereinafter sometimes referred to as the
"Company"), and U.S. Bank National Association, a national banking association,
as trustee (hereinafter sometimes referred to as the "Trustee"):

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of debt securities (hereinafter referred to as the "Securities") in an
unlimited aggregate principal amount, to be issued from time to time in one or
more series as in this Indenture provided, as registered Securities without
coupons, to be authenticated by the certificate of the Trustee;

         WHEREAS, to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture;

         WHEREAS, the Securities and the certificate of authentication to be
borne by the Securities (the "Certificate of Authentication") are to be
substantially in such forms as may be approved by the Board of Directors (as
defined below) or set forth in any indenture supplemental to this Indenture; and

         WHEREAS, all acts and things necessary to make the Securities issued
pursuant hereto, when executed by the Company and authenticated and delivered by
the Trustee as in this Indenture provided, the valid, binding and legal
obligations of the Company, and to constitute these presents a valid indenture
and agreement according to its terms, have been done and performed or will be
done and performed prior to the issuance of the Securities, and the execution of
this Indenture and the issuance hereunder of the Securities have been or will be
prior to issuance in all respects duly authorized, and the Company, in the
exercise of the legal right and power in it vested, executes this Indenture and
proposes to make, execute, issue and deliver the Securities;

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the
Securities are and are to be authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of the Securities
by the holders thereof and of the sum of one dollar ($1.00) to it duly paid by
the Trustee at the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee, for the equal
and proportionate benefit (subject to the provisions of this Indenture) of the
respective holders from time to time of the Securities or of any series thereof,
without any discrimination, preference or priority of any one Security over any
other by reason of priority in the time of issue, sale or negotiation thereof,
or otherwise, except as provided herein, as follows:

                                   Article One
                                   Definitions

         Section 1.01 The terms defined in this Section (except as in this
Indenture otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture,

                                        1



any Board Resolution and any indenture supplemental hereto shall have the
respective meanings specified in this Section. All other terms used in this
Indenture which are defined in the Trust Indenture Act, or which are by
reference in the Trust Indenture Act defined in the Securities Act, (except as
herein otherwise expressly provided or unless the context otherwise requires),
shall have the meanings assigned to such terms in the Trust Indenture Act and in
the Securities Act as in force at the date of the execution of this instrument.

Authenticating Agent:

The term "Authenticating Agent" means an authenticating agent with respect to
all or any of the series of Securities, as the case may be, appointed with
respect to all or any series of the Securities, as the case may be, by the
Trustee pursuant to Section 2.10.

Board of Directors:

The term "Board of Directors" means the Board of Directors of the Company, or
any committee of such Board duly authorized to act on behalf thereof hereunder.

Board Resolution:

The term "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.

Business Day:

The term "Business Day" means any day other than Saturday, Sunday or a day on
which banking institutions in the Borough of Manhattan, the City and State of
New York, or St. Paul, Minnesota are authorized to close.

Certificate:

The term "Certificate" means a certificate signed by the principal executive
officer, principal financial officer or principal accounting officer of the
Company. The Certificate need not comply with the provisions of Section 13.05.

Commission:

The term "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 Indenture such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, the body (if any)
performing such duties at such time.

Company:

The term "Company" means StanCorp Financial Group, Inc., a corporation duly
organized and existing under the laws of the State of Oregon, and, subject to
the provisions of Article Ten, also includes its successors and assigns.

                                       2



Corporate Trust Office:

The term "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Indenture is
located at 555 SW Oak Street, PL-6, Portland, Oregon 97204; provided, however,
that with respect to payments on the Securities and any exchange, transfer,
tender or surrender of the Securities, "Corporate Trust Office" means the office
of the Trustee at U.S. Bank, N.A., 180 East 5/th/ Street, St. Paul, Minnesota
55101 or such other or additional offices as may be specified by the Trustee.

Custodian:

The term "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator, custodian or similar official under the Federal Bankruptcy Code or
other similar applicable federal or state law.

default:

The term "default" means any event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default.

Depository:

The term "Depository" means, with respect to Securities of any series for which
the Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency or any successor registered as a clearing agency under the Exchange Act,
or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.01 or 2.11.

Event of Default:

The term "Event of Default" means, with respect to Securities of a particular
series, any event specified in Section 6.01(a), continued for the period of
time, if any, therein designated.

Exchange Act:

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

Global Security:

The term "Global Security" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depository
or pursuant to the Depository's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depository or its
nominee.

                                       3



Governmental Obligations:

The term "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the specific payment of principal of or interest on the Governmental
Obligation evidenced by such depository receipt.

Indebtedness:

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

Indenture:

The term "Indenture" means this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented. The
term "Indenture" shall also include the terms of a particular series of
Securities established as contemplated by Section 2.01.

Interest Payment Date:

The term "Interest Payment Date" means, when used with respect to any
installment of interest on a Security of a particular series, the date specified
in such Security, a Board Resolution or an

                                       4



indenture supplemental hereto with respect to that series as the fixed date on
which an installment of interest with respect to Securities of that series is
due and payable.

Officers' Certificate:

The term "Officers' Certificate" means a certificate signed by the Chief
Executive Officer, the President or Treasurer and by the Controller, an
Assistant Controller or an Assistant Treasurer of the Company. Each such
certificate shall include the statements provided for in Section 13.05, if and
to the extent required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be counsel for the Company, reasonably acceptable to the
Trustee. Each such opinion shall include the statements provided for in Section
13.05, if and to the extent required by the provisions thereof.

Original Issue Discount Security:

The term "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the maturity thereof pursuant to Section
6.01(b).

Outstanding:

The term "outstanding" means, when used with reference to Securities of any
series, subject to the provisions of Section 8.04, as of any particular time,
all Securities of that series theretofore authenticated and delivered by the
Trustee under this Indenture, except (a) Securities theretofore canceled by the
Trustee, or delivered to the Trustee for cancellation or which have previously
been canceled; (b) Securities or portions thereof for the payment or redemption
of which moneys or Governmental Obligations in the necessary amount shall have
been deposited in trust with the Trustee or with any paying agent (other than
the Company) or shall have been set aside and segregated in trust by the Company
(if the Company shall act as its own paying agent); provided, however, that if
such Securities or portions of such Securities are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as in Article
Three provided, or provision satisfactory to the Trustee shall have been made
for giving such notice; (c) Securities in lieu of or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.07; and (d) Securities paid pursuant to Section 2.07.

Periodic Offering:

The term "Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including without
limitation the rate or rates of interest thereon or formula for determining the
rate or rates of interest thereon, if any, the maturity or maturities thereof
and the redemption provisions, if any, with respect thereto, are to be
determined by the Company upon the issuance of such Securities.

                                       5



Person:

The term "Person" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.

Predecessor Security:

The term "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by that
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

Responsible Officer:

The term "Responsible Officer" means, when used with respect to the Trustee, the
chairman of the board of directors, president, any vice president, secretary,
treasurer, any senior trust officer, any trust officer, any corporate trust
officer or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

Securities Act:

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

Security or Securities:

The term "Security" or "Securities" means any Security or Securities, as the
case may be, authenticated and delivered under this Indenture.

Security Register and Security Registrar:

The terms "Security Register" and "Security Registrar" have the respective
meanings set forth in Section 2.05(b).

Securityholder:

The term "Securityholder," "holder of Securities," "registered holder" or other
similar term means the person or persons in whose name or names a particular
Security shall be registered on the books of the Company kept for that purpose
in accordance with the terms of this Indenture.

Senior Indebtedness:

The term "Senior Indebtedness," unless otherwise specified in one or more
indentures supplemental hereto or approved pursuant to a Board Resolution in
accordance with Section 2.01, means, with respect to the Company, (i) the
principal (including redemption

                                       6



payments), premium, if any, interest and other payment obligations in respect of
(A) indebtedness of the Company for money borrowed and (B) indebtedness
evidenced by securities, debentures, bonds, notes or other similar instruments
issued by the Company, including any such securities issued under any deed,
indenture or other instrument to which the Company is a party (including, for
the avoidance of doubt, indentures pursuant to which subordinated debentures
have been or may be issued); (ii) all capital lease obligations of the Company;
(iii) all obligations of the Company issued or assumed as the deferred purchase
price of property, all conditional sale obligations of the Company, all hedging
agreements and agreements of a similar nature thereto and all agreements
relating to any such agreements, and all obligations of the Company under any
title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of the Company for
reimbursement on any letter of credit, banker's acceptance, security purchase
facility or similar credit transaction; (v) all obligations of the type referred
to in clauses (i) through (iv) above of other Persons for the payment of which
the Company is responsible or liable as obligor, guarantor or otherwise; (vi)
all obligations of the type referred to in clauses (i) through (v) above of
other Persons secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed by the Company) and (vii) any
deferrals, amendments, renewals, extensions, modifications and refundings of all
obligations of the type referred to in clauses (i) through (vi) above, in each
case whether or not contingent and whether outstanding at the date hereof or
thereafter incurred, except, in each case, for the Securities and any such other
indebtedness or deferral, amendment, renewal, extension, modification or
refunding that contains express terms, or is issued under a deed, indenture or
other instrument, which contains express terms, providing that it is subordinate
to or ranks pari passu with the Securities. Such Senior Indebtedness shall
continue to be Senior Indebtedness and be entitled to the benefits of the
subordination provisions of this Indenture irrespective of any amendment,
modification or waiver of any term of such Senior Indebtedness and
notwithstanding that no express written subordination agreement may have been
entered into between the holders of such Senior Indebtedness and the Trustee or
any of the holders of the Securities.

Subsidiary:

The term "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner.

Trustee:

The term "Trustee" means U.S. Bank National Association and, subject to the
provisions of Article Seven, shall also include its successors and assigns, and
if at any time there is more than one person acting in such capacity hereunder,
"Trustee" means each such person. The term "Trustee" as used with respect to a
particular series of the Securities means the trustee with respect to that
series.

                                       7



Trust Indenture Act:

The term "Trust Indenture Act," subject to the provisions of Sections 9.01 and
9.02, means the Trust Indenture Act of 1939, as amended and in effect at the
date of execution of this Indenture.

Vice President:

The term "Vice President", when used with respect to 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".

Voting Stock:

The term "Voting Stock," as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares,
interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.

                                   Article Two
                      Issue, Description, Terms, Execution,
                     Registration and Exchange of Securities

         Section 2.01  The aggregate  principal amount of Securities which may
be authenticated  and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series up to the aggregate
principal amount of Securities of that series from time to time authorized by or
pursuant to a Board Resolution or pursuant to one or more indentures
supplemental hereto, prior to the initial issuance of Securities of a particular
series. Prior to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution delivered to the Trustee,
and set forth or determined in the manner provided in an Officers' Certificate
delivered to the Trustee, or established in one or more indentures supplemental
hereto:

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

                 (2)   any limit upon the aggregate principal amount of the
         Securities of that series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, in exchange for or in lieu of other
         Securities of that series); provided, however, that, notwithstanding
         this Section 2.01(2) or any other provision hereof, and unless
         otherwise expressly provided with respect to a series of Securities,
         the aggregate principal amount of a series of Securities may be
         increased and additional Securities of such series may be issued up to
         the maximum aggregate principal amount authorized with respect to such
         series as increased;

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

                                       8



                  (4)  the rate or rates at which the  Securities of that series
         shall bear  interest or the manner of  calculation of such rate or
         rates, if any;

                  (5)  the date or dates from which such interest shall accrue,
         the Interest Payment Dates on which such interest will be payable or
         the manner of determination of such Interest Payment Dates and the
         record date for the determination of holders to whom interest is
         payable on any such Interest Payment Dates;

                  (6)  the period or periods within which, the price or prices
         at which and the terms and conditions upon which Securities of that
         series may be redeemed, in whole or in part, at the option of the
         Company;

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

                  (8)  the form of the Securities of that series, including the
         form of the Certificate of Authentication for that series;

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

                  (10) the rights of conversion, if any, of the Securities into
         other securities of the Company and the terms and conditions on which
         the Securities may be so converted;

                  (11) whether the Securities are issuable as a Global Security
         and, in such case, the identity of the Depository for that series; and

                  (12) any and all other terms with respect to that series
         (which terms shall not be inconsistent with the terms of this
         Indenture), including without limitation that the Securities shall be
         authenticated and delivered by the Trustee from time to time upon
         telephonic or written order of persons designated in any such Board
         Resolution or Officers' Certificate or in any indenture supplemental
         hereto (telephonic instructions to be promptly confirmed in writing by
         such person) and that such persons are authorized to determine,
         consistent with such Board Resolution, Officers' Certificate or
         indenture supplemental hereto, such terms and conditions of the
         Securities of such series as are specified in such Board Resolution,
         Officers' Certificate, or any indenture supplemental hereto.

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

         If any of the terms of that series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary of

                                       9



the Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of that series.

         Section 2.02  The Securities of any series and the Certificate of
Authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution and as set forth in an Officers' Certificate,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which Securities of that series may be listed, or to
conform to usage.

         Section 2.03  The Securities shall be issuable as registered Securities
and in denominations of $1,000 or any integral multiple thereof, subject to
Section 2.01(9). The Securities of a particular series shall bear interest
payable on the dates and at the rate or rates specified with respect to that
series. The principal of and the interest on the Securities of any series, as
well as any premium thereon in case of redemption thereof prior to maturity,
shall be payable in the coin or currency of the United States of America which
at the time is legal tender for public and private debt, at the office or agency
of the Company maintained for that purpose in the City of St. Paul, Minnesota
(which, unless changed, shall be the Corporate Trust Office of the Trustee). At
the Company's option, payments on the Securities of any series may also be made
(i) by checks mailed on the relevant payment date by the Trustee to the holders
entitled thereto at their registered addresses or (ii) to a holder of $1,000,000
or more in aggregate principal amount of the Securities of a series who has
delivered a written request to the Trustee at least 14 days prior to the
relevant payment date electing to have payments made by wire transfer to a
designated account in the United States, by wire transfer of immediately
available funds to such designated account; provided that, in either case, the
payment of principal with respect to any Security will be made only upon
surrender of that Security to the Trustee. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months and, for any period shorter
than a full calendar month, on the basis of the actual number of days elapsed in
such period.

         Except as otherwise provided with respect to a particular series of
Securities, the interest installment on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series 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 installment. In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest Payment Date,
interest on that Security will be paid upon presentation and surrender of that
Security as provided in Section 3.03.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for Securities of the
same series (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered holder on the relevant regular

                                       10



record date by virtue of having been such holder; and such Defaulted Interest
shall be paid by the Company, at its election, as provided in clause (1) or
clause (2) below:

                  (1)  The Company may make payment of any Defaulted Interest on
         Securities to the persons in whose names such 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 such 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 not be more than
         15 nor 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 Securityholder at his, her or its address as
         it appears in the Security Register (as hereinafter defined), 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 mailed as aforesaid, such Defaulted Interest shall be paid
         to the persons in whose names such Securities (or their respective
         Predecessor Securities) are registered on such special record date and
         shall be no longer payable pursuant to the following clause (2).

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

         Unless otherwise set forth in a Board Resolution or one or more
indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term "regular record date" as
used in this Section with respect to a series of Securities with respect to any
Interest Payment Date for that series shall mean either the 15th day of the
month immediately preceding the month in which an Interest Payment Date
established for that series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the 15th day of a month, whether or not such date is a Business
Day.

         Subject to the foregoing provisions of this Section, each Security of a
series delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Security of such

                                       11



series shall carry the rights to interest accrued and unpaid, and to accrue,
that were carried by such other Security.

         Section 2.04  The Securities shall, subject to the provisions of
Section 2.06, be printed on steel engraved borders or fully or partially
engraved, or legibly typed, as the proper officers of the Company may determine,
and shall be signed on behalf of the Company by its Chief Executive Officer or
President and attested by its Secretary or one of its Assistant Secretaries. The
signature of the Chief Executive Officer or President and/or the signature of
the Secretary or an Assistant Secretary upon the Securities may be in the form
of a facsimile signature of a present or any future Chief Executive Officer or
President and of a present or any future Secretary or Assistant Secretary and
may be imprinted or otherwise reproduced on the Securities and for that purpose
the Company may use the facsimile signature of any person who shall have been a
Chief Executive Officer or President, or of any person who shall have been a
Secretary or an Assistant Secretary, notwithstanding the fact that at the time
the Securities shall be authenticated and delivered or disposed of that person
shall have ceased to be the Chief Executive Officer or President, or the
Secretary or an Assistant Secretary, of the Company, as the case may be.

         Only such Securities as shall bear thereon a Certificate of
Authentication substantially in the form established for such Securities,
executed manually by an authorized officer of the Trustee, or by any
Authenticating Agent with respect to such Securities, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate executed by the Trustee, or by any Authenticating Agent appointed by
the Trustee with respect to such Securities, upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by its
Chief Executive Officer or President and by its Treasurer or Assistant
Treasurer, Controller or Assistant Controller, and the Trustee in accordance
with such written order shall authenticate and deliver such Securities;
provided, however, that in the case of Securities offered in a Periodic
Offering, the Trustee shall authenticate and deliver such Securities from time
to time in accordance with such procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, promptly confirmed in writing) acceptable to the
Trustee as may be specified by or pursuant to such written order delivered to
the Trustee prior to the time of the first authentication of Securities of such
series.

         In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, (i) an Opinion of Counsel and (ii) an Officers'
Certificate, each stating that the form and terms thereof have been established
in conformity with the provisions of this Indenture or, in the case of a
Periodic Offering, the form or forms thereof and the manner of determining the
terms thereof have been established in conformity with the provisions of the
Indenture. Each Opinion of Counsel and Officers'

                                       12



Certificate delivered pursuant to this Section 2.04 shall include all statements
prescribed by Section 13.05(b) hereof. Such Opinion of Counsel shall also be to
the effect that when such Securities have been executed by the Company and
authenticated by the Trustee in accordance with the provisions of this Indenture
and delivered to and duly paid for by the purchasers thereof, they will be valid
and legally binding obligations of the Company, enforceable in accordance with
their terms (subject to customary exceptions) and will be entitled to the
benefits of this Indenture.

         Notwithstanding the provisions of Section 2.01 and of the preceding two
paragraphs, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Board Resolution, Officers'
Certificate, written order or Opinion of Counsel otherwise required pursuant to
such Section or paragraphs at or prior to the authentication of each Security of
such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

         The Trustee shall not be required to authenticate such Securities if
the issue of such Securities pursuant to this Indenture will, in the good faith
judgment of the Trustee, affect the Trustee's own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner that is not
reasonably acceptable to the Trustee.

         Section 2.05 (a) Securities of any series may be exchanged upon
presentation thereof at the office or agency of the Company designated for such
purpose in the City of St. Paul, Minnesota, for other Securities of such series
and tenor of authorized denominations, and for a like aggregate principal
amount, upon payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, all as provided in this Section. In respect of any
Securities so surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in exchange therefor
the Security or Securities of the same series and tenor which the Securityholder
making the exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding.

         (b)  The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in the City of St. Paul, Minnesota, or such
other location designated by the Company, a register (herein referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall register the Securities and the transfers of
Securities as in this Article provided and which at all reasonable times shall
be open for inspection by the Trustee. The registrar for the purpose of
registering Securities and transfer of Securities as herein provided shall be
appointed by Board Resolution (the "Security Registrar").

         Upon surrender for transfer of any Security at the office or agency of
the Company designated for such purpose in the City of St. Paul, Minnesota, the
Company shall execute, the Trustee shall authenticate and such office or agency
shall deliver in the name of the transferee or transferees a new Security or
Securities of the same series and tenor as the Security presented for a like
aggregate principal amount.

         All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security

                                       13



Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the Company and the Security Registrar, duly executed by the
registered holder or by his, her or its attorney duly authorized in writing.

         (c)  Except as provided in the first paragraph of Section 2.07, no
service charge shall be made for any exchange or registration of transfer of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any
transfer.

         (d)  The Company shall neither be required (i) to issue, exchange or
register the transfer of any Securities of any series during a period beginning
at the opening of business 15 days before the day of selection for redemption of
Securities of that series and ending at the close of business on the earliest
date on which the relevant notice of redemption is deemed to have been given to
all holders of Securities of that series to be redeemed, nor (ii) to register
the transfer of or exchange any Securities of any series or portions thereof
called for redemption. The provisions of this Section 2.05 are, with respect to
any Global Security, subject to Section 2.11 hereof.

         Section 2.06  Pending the preparation of definitive Securities of any
series, the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive Securities in lieu
of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Company. Every temporary Security of any series shall be executed by the Company
and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities of that series in accordance with the terms of Section 2.04 hereof.
Without unnecessary delay the Company will execute and will furnish definitive
Securities of such series and thereupon any or all temporary Securities of that
series may be surrendered in exchange therefor (without charge to the holders),
at the office or agency of the Company designated for the purpose in the City of
St. Paul, Minnesota, and the Trustee shall authenticate and such office or
agency shall deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of that series and tenor,
unless the Company advises the Trustee to the effect that definitive Securities
need not be executed and furnished until further notice from the Company. Until
so exchanged, the temporary Securities of that series shall be entitled to the
same benefits under this Indenture as definitive Securities of that series
authenticated and delivered hereunder.

         Section 2.07  In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon its request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security of the same series and
tenor bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and to the Trustee evidence to their satisfaction of the

                                       14



destruction, loss or theft of the applicant's Security and of the ownership
thereof. The Trustee may authenticate any such substituted Security and deliver
the same upon the written order of the Company. Upon the issuance of any
substituted Security, 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. In case any Security which has matured or is about to
mature or has been called for redemption shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Security, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated Security) if the applicant for such payment shall furnish to
the Company and to the Trustee such security or indemnity as they may require to
save them harmless and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

         Every Security issued pursuant to the provisions of this Section in
substitution for any Security which is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not the mutilated, destroyed, lost or stolen Security shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
the same series duly issued hereunder. All Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

         Section 2.08  All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer or for credit against a sinking
fund shall, if surrendered to the Company or any paying agent, be delivered to
the Trustee for cancellation, or, if surrendered to the Trustee, shall be
canceled by it, and no Securities shall be issued in lieu thereof except as
expressly required or permitted by any of the provisions of this Indenture. The
Trustee may dispose of canceled Securities in accordance with its standard
procedures and deliver to the Company a certificate of destruction. If the
Company shall otherwise acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to the
Trustee for cancellation.

         Section 2.09  Nothing in this Indenture or in the Securities, express
or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and the holders of the Securities,
any legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained; all
such covenants, conditions and provisions being for the sole benefit of the
parties hereto and of the holders of the Securities.

         Section 2.10  So long as any of the Securities of any series remain
outstanding there may be an Authenticating Agent for any or all such series of
Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the

                                       15



Trustee to authenticate Securities of such series issued upon exchange, transfer
or partial redemption thereof, 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. All references in this
Indenture to the authentication of Securities of any series by the Trustee shall
be deemed to include authentication by an Authenticating Agent for such series
except for authentication upon original issuance or pursuant to Section 2.07
hereof. Each Authenticating Agent shall be acceptable to the Company and shall
be a corporation which has a combined capital and surplus, as most recently
reported or determined by it, of $50 million, and which is otherwise authorized
under such laws to conduct a trust business and is subject to supervision or
examination by federal or state authorities. If at any time any Authenticating
Agent shall cease to be eligible in accordance with these provisions, it shall
resign immediately.

         Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

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

         Section 2.11 (a) If the Company shall establish pursuant to Section
2.01 that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 2.04, authenticate and deliver, a Global Security which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all or a portion of the Outstanding Securities of that
series, (ii) shall be registered in the name of the Depository or its nominee,
(iii) shall be delivered by the Trustee to the Depository or pursuant to the
Depository's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
the Depository, another nominee of the Depository or to a successor Depository
or to a nominee of such successor Depository."

         (b)  Notwithstanding the provisions of Section 2.05 and except as set
forth in Section 2.11(c) or (d), the Global Security of a series may be
transferred, in whole but not in part and in the manner provided in Section
2.05, only to the Depository, another nominee of the Depository for that series,
a successor Depository for that series selected or approved by the Company or a
nominee of that successor Depository.

         (c)  (i)     If so provided with respect to a particular series of
              Securities, an interest in any Global Security of such series
              shall be exchangeable at the option of the beneficial owner of
              such interest in such Global Security for a definitive Security

                                       16



                  or Securities registered in the name of any holder other than
                  the Depository or its nominee at any time following issuance
                  of such Global Security.

                  (ii)  A beneficial owner of an interest in any Global Security
                  of such series desiring to exchange such beneficial interest
                  for a definitive Security or Securities shall instruct the
                  Depository, through the Depository's direct or indirect
                  participants or otherwise, to request such exchange on such
                  beneficial owner's behalf and to provide a written order
                  containing registration instructions to the Trustee. Upon
                  receipt by the Trustee of electronic or written instructions
                  from the Depository on behalf of such beneficial owner, the
                  Trustee shall cause, in accordance with the standing
                  instructions and procedures existing between the Trustee and
                  the Depository, the aggregate principal amount of such Global
                  Security to be reduced by the principal amount of such
                  beneficial interest so exchanged and shall appropriately
                  reflect such reduction of the aggregate principal amount of
                  this Global Security as described in paragraph (iii) of this
                  Section 2.11(c). Following such reduction, the Trustee shall
                  authenticate and deliver to such beneficial owner or the
                  transferee, as the case may be, a definitive Security or
                  Securities previously executed by the Company as described in
                  Section 2.05(a) and registered in such names and authorized
                  denominations as the Depository, pursuant to such instructions
                  of the beneficial owner, shall instruct the Trustee.

                  (iii) Upon any exchange of a portion of any Global Security
                  for a definitive Security or Securities, the Security
                  Registrar shall reflect the reduction of the principal amount
                  of such Global Security by the principal amount of such
                  beneficial interest so exchanged on the Security Register.
                  Until exchanged in full for definitive Securities, such Global
                  Security shall in all respects be entitled to the same
                  benefits under the Indenture as the definitive Securities
                  authenticated and delivered hereunder.

         (d)      (i)   If and so long as the Securities of any series are
                  issued as a Global Security, any definitive Security or
                  Securities of such series shall be exchangeable at the option
                  of the registered holder thereof for a beneficial interest in
                  such Global Security at any time following the exchange of
                  such Global Security for such definitive Security or
                  Securities pursuant to Section 2.11(c).

                  (ii)  A registered holder of a definitive Security or
                  Securities desiring to exchange such definitive Security or
                  Securities for a beneficial interest in such Global Security
                  shall instruct the Depository, through the Depository's direct
                  or indirect participants or otherwise, to request such
                  exchange on such registered holder's behalf and to provide a
                  written order containing registration instructions to the
                  Trustee. Upon receipt by the Trustee of electronic or written
                  instructions from the Depository, and upon presentation to the
                  Trustee of such definitive Security or Securities, the Trustee
                  shall cause, in accordance with the standing instructions and
                  procedures existing between the Trustee and the Depository,
                  the aggregate principal amount of such Global Security to be
                  increased by the principal amount of such definitive Security
                  or Securities so exchanged and shall

                                       17



                  appropriately reflect such increase of the aggregate principal
                  amount of the Global Security as described in paragraph (iii)
                  of this Section 2.11(d).

                  (iii) Upon any exchange of a definitive Security or Securities
                  for a beneficial interest in such Global Security, the
                  Security Registrar shall reflect the increase of the principal
                  amount of such Global Security by the principal amount of such
                  definitive Security or Securities so exchanged on the Security
                  Register.

         (e)      If at any time (i) the Depository for a series of Securities
notifies the Company that it is unwilling or unable to continue as Depository
for that series or if at any time the Depository for that series shall no longer
be registered or in good standing under the Exchange Act or other applicable
statute or regulation and a successor Depository for that series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, or (ii) an Event of
Default has occurred and is continuing with respect to the Securities of a
series and payment of principal thereof and interest thereon has been
accelerated, this Section 2.11 shall no longer apply to the Securities of that
series and the Company will execute and, subject to Section 2.05, the Trustee
will authenticate and deliver Securities of that series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of that series in
exchange for such Global Security. In addition, the Company may at any time
determine in its sole discretion that the Securities of any series shall no
longer be represented by a Global Security and that the provisions of this
Section 2.11 shall no longer apply to the Securities of that series. In that
event the Company will execute and, subject to Section 2.05, the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver Securities of that series in definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security
of such series in exchange for such Global Security. Upon the exchange of the
Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(e) shall be registered in
such names and in such authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Security Registrar. The Trustee shall deliver such Securities to
the Depository for delivery to the persons in whose names such Securities are so
registered.

         Section 2.12   The Company in issuing the Securities may use "CUSIP"
numbers (if then generally in use), and, if so used, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to holders of
Securities; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the CUSIP numbers.

                                       18



                                 Article Three
              Redemption of Securities and Sinking Fund Provisions

         Section 3.01 The Company may redeem the Securities of any series issued
hereunder on and after the dates and in accordance with the terms established
for that series pursuant to Section 2.01 hereof.

         Section 3.02 (a) In case the Company shall desire to exercise such
right to redeem all or, as the case may be, a portion of the Securities of any
series in accordance with the right reserved so to do, it shall give notice of
such redemption to holders of the Securities of the series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than
30 days and not more than 60 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the
Security Register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly to give such
notice to the holder of any Security of any series designated for redemption in
whole or in part, or any defect in the notice, shall not affect the validity of
the proceedings for the redemption of any other Securities of that series or any
other series. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption or subject to compliance with
certain conditions provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with any such restriction or condition.

         Unless otherwise so provided as to a particular series of Securities,
if at the time of mailing of any notice of redemption the Company shall not have
deposited with the paying agent an amount in cash sufficient to redeem all of
the Securities called for redemption, including accrued interest to the date
fixed for redemption, such notice shall state that it is subject to the receipt
of redemption moneys by the paying agent before the date fixed for redemption
(unless such redemption is mandatory) and such notice shall be of no effect
unless such moneys are so received before such date.

         Each such notice of redemption shall identify the Securities to be
redeemed (including CUSIP numbers), specify the date fixed for redemption and
the redemption price at which Securities of that series are to be redeemed, and
shall state that payment of the redemption price of the Securities to be
redeemed will be made at the office or agency of the Company in the City of St.
Paul, Minnesota, upon presentation and surrender of such Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
that notice, that from and after that date interest will cease to accrue, and
that the redemption is for a sinking fund, if such is the case. If less than all
the Securities of a series are to be redeemed, the notice to the holders of
Securities of that series to be redeemed shall specify the particular Securities
to be so redeemed. In case any Security is to be redeemed in part only, the
notice which relates to such Security shall state the portion of the principal
amount thereof to be redeemed, and shall state that on and after the redemption
date, upon surrender of such Security, a new Security or Securities of that
series in principal amount equal to the unredeemed portion thereof will be
issued.

         (b) The Company shall give the Trustee at least 45 days' advance notice
of the date fixed for redemption (unless shorter notice shall be required by the
Trustee) as to the aggregate

                                       19



principal amount of Securities of the series to be redeemed, and thereupon the
Trustee shall select, by lot or in such other manner as it shall deem
appropriate and fair in its discretion and which may provide for the selection
of a portion or portions (equal to $1,000 or any integral multiple thereof) of
the principal amount of such Securities of a denomination larger than $1,000,
the Securities to be redeemed and shall thereafter promptly notify the Company
in writing of the numbers of the Securities to be redeemed.

         The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its Chief Executive Officer, President,
Treasurer, Assistant Treasurer, Controller or Assistant Controller, instruct the
Trustee or any paying agent to call all or any part of the Securities of a
particular series for redemption and to give notice of redemption in the manner
set forth in this Section, such notice to be in the name of the Company or its
own name as the Trustee or such paying agent may deem advisable. In any case in
which notice of redemption is to be given by the Trustee or any such paying
agent, the Company shall deliver or cause to be delivered to, or permit to
remain with, the Trustee or such paying agent, as the case may be, such Security
Register, transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Trustee or such paying agent to give any
notice by mail that may be required under the provisions of this Section.

         Section 3.03 (a) If the giving of notice of redemption shall have been
completed as above provided, and such redemption shall not have been made
subject to the deposit of redemption moneys with the paying agent on or before
the date fixed for redemption, the Securities or portions of Securities of the
series to be redeemed specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and
interest on such Securities or portions of Securities shall cease to accrue on
and after the date fixed for redemption, unless the Company shall default in the
payment of such redemption price and accrued interest with respect to any such
Security or portion thereof. On presentation and surrender of such Securities on
or after the date fixed for redemption at the place of payment specified in the
notice, such Securities shall be paid and redeemed at the applicable redemption
price for such series, together with interest accrued thereon to the date fixed
for redemption (but if the date fixed for redemption is an Interest Payment
Date, the interest installment payable on such date shall be payable to the
registered holder at the close of business on the applicable record date
pursuant to Section 2.03).

         (b) Upon presentation of any Security of such series which is to be
redeemed in part only, the Company shall execute, the Trustee shall authenticate
and the office or agency where the Security is presented shall deliver to the
holder thereof, at the expense of the Company, a new Security or Securities of
the same series and tenor, of authorized denominations in principal amount equal
to the unredeemed portion of the Security so presented.

         Section 3.04 The provisions of this Section 3.04 and Sections 3.05 and
3.06 shall apply to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.01 for
Securities of that series.

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

                                       20



payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional sinking fund payment". If
provided for by the terms of Securities of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 3.05.
Each sinking fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of that series.

         Section 3.05 The Company (i) may deliver Outstanding Securities of a
series and (ii) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of that series; provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

         Section 3.06 Not less than 45 days prior to each sinking fund payment
date for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 3.05 and the basis for such credit and
stating that such Securities have not previously been so credited and will,
together with such Officers' Certificate, deliver to the Trustee any Securities
to be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.02. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Section 3.03.

                                  Article Four
                      Particular Covenants of the Company

         The Company covenants and agrees for each series of the Securities as
follows:

         Section 4.01 The Company will duly and punctually pay or cause to be
paid the principal of (and premium, if any) and interest on the Securities of
that series at the time and place and in the manner provided herein and
established with respect to such Securities.

         Section 4.02 So long as any series of the Securities remains
outstanding, the Company agrees to maintain an office or agency in the City of
St. Paul, Minnesota (which, unless changed, shall be the Corporate Trust Office
of the Trustee), with respect to each such series and at such other location or
locations as may be designated as provided in this Section 4.02, where (i)
Securities of that series may be presented for payment, (ii) Securities of that
series may be presented as hereinabove authorized for registration of transfer
and exchange and (iii) notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until

                                       21



the Company shall, by written notice signed by its Chief Executive Officer,
President, Treasurer, Assistant Treasurer, Controller or Assistant Controller
and delivered to the Trustee, designate some other office or agency for such
purposes or any of them within the City of St. Paul, Minnesota. 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,
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, notices and demands.

         The Company may also from time to time, by written notice signed by its
Chief Executive Officer, President, Treasurer or Controller and delivered to the
Trustee, designate one or more other offices or agencies for the foregoing
purposes within or outside the City of St. Paul, Minnesota 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 obligations to
maintain an office or agency in the City of St. Paul, Minnesota for the
foregoing 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 4.03 (a) If the Company shall appoint one or more paying
agents, other than the Trustee, for all or any series of the Securities, the
Company will cause each such paying agent to execute and deliver to the Trustee
an instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section, that it will:

                 (1)  hold all sums held by it as such agent for the payment of
         the principal of (and premium, if any) or interest on the Securities of
         that series (whether such sums have been paid to it by the Company or
         by any other obligor of such Securities) in trust for the benefit of
         the persons entitled thereto;

                 (2)  give the Trustee notice of any failure by the Company (or
         by any other obligor of such Securities) to make any payment of the
         principal of (and premium, if any) or interest on the Securities of
         that series when the same shall be due and payable;

                 (3)  at any time during the continuance of any failure referred
         to in the preceding paragraph (a)(2) above, upon the written request of
         the Trustee, forthwith pay to the Trustee all sums so held in trust by
         such paying agent; and

                 (4)  perform all other duties of paying agent as set forth in
         this Indenture.

         (b)     If the Company shall act as its own paying agent with respect
to any series of the Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on Securities of that series, set
aside, segregate and hold in trust for the benefit of the persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming due on Securities of that series until such sums shall be paid to
such persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such Securities) to take such action. Whenever the Company shall have one or
more paying agents for any series of Securities, it will, on or prior to each
due date of the principal of (and premium, if any) or interest on any Securities
of that series, deposit with the paying agent a sum sufficient to pay the
principal (and premium, if any) or

                                       22



interest so becoming due, such sum to be held in trust for the benefit of the
persons entitled to such principal, premium or interest, and (unless such paying
agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

         (c)  Anything in this Section to the contrary notwithstanding, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.06 and (ii) 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 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 terms and conditions 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 sums.

         Section 4.04 The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date hereof,
an Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of 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 4.05 Subject to the provisions of Article Ten, the Company will
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 of Securities.

         Section 4.06 The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, which, if
unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment or
governmental charge whose amount, applicability or validity is being contested
in good faith by appropriate proceedings.

         Section 4.07 Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 2.01, and for so long as
any Securities are Outstanding, the Company will not, and it will not permit any
Subsidiary of the Company to, at any time directly or indirectly create, assume,
incur, guarantee or permit to exist any Indebtedness secured by a mortgage,
pledge, lien, security interest, or other encumbrance (any mortgage, pledge,
lien, security interest or other encumbrance being hereinafter in this Section
referred to as a "lien") on the capital stock of Standard Insurance Company, or
of any successor to substantially all of the business of Standard Insurance
Company, which is also a Subsidiary of the Company, or of any corporation (other
than the Company) having direct or indirect control of Standard Insurance
Company, without making effective provision whereby the Securities then

                                       23



Outstanding (and, if the Company so elects, any other Indebtedness of the
Company that is not subordinate to the Securities and with respect to which the
governing instruments require, or pursuant to which the Company is otherwise
obligated or required, to provide such security) shall be equally and ratably
secured with such secured Indebtedness so long as such other Indebtedness shall
be secured. For purposes of this Section 4.07 only, "Indebtedness," in addition
to those items specified in Section 1.01 hereof, shall include any obligation
of, or any such obligation guaranteed by, any Person for the payment of amounts
due under a swap agreement or other similar instrument or agreement or foreign
currency hedge exchange or similar instrument or agreement.

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

         Section 4.08 Except in a transaction governed by Article Ten hereof, so
long as Securities of any series are Outstanding, neither the Company nor any of
its Subsidiaries will sell or otherwise dispose of any shares of capital stock
(other than preferred stock having no voting rights of any kind) of Standard
Insurance Company, or of any such successor to substantially all of the business
of Standard Insurance Company, which is also a Subsidiary of the Company, or of
any corporation (other than the Company) having direct or indirect control of
Standard Insurance Company, or any such successor. Notwithstanding the
foregoing, the Company may sell or otherwise dispose of shares of capital stock
of Standard Insurance Company, or any such successor, (i) to any wholly owned
subsidiary of the Company, (ii) for at least fair value (as determined by the
Company's Board of Directors acting in good faith) or (iii) to comply with an
order of a court or regulatory authority of competent jurisdiction, other than
an order issued at the Company's request or the request of any of the Company's
Subsidiaries.

         Section 4.09 The Company, whenever necessary to avoid or fill a vacancy
in the office of Trustee, will appoint, in the manner provided in Section 7.10,
a Trustee, so that there shall at all times be a Trustee hereunder.

         Section 4.10 The Company will not, while any of the Securities remain
Outstanding, consolidate with, merge into, merge into itself or sell or convey
all or substantially all of its property to any other Person, unless the
provisions of Article Ten hereof are complied with.

                                  Article Five
               Securityholders' Lists and Reports by the Company
                                 and the Trustee

         Section 5.01 The Company will furnish or cause to be furnished to the
Trustee (a) on each regular record date (as defined in Section 2.03) for the
Securities of a series a list, in such

                                       24



form as the Trustee may reasonably require, of the names and addresses of the
holders of such Securities as of such regular record date; provided that the
Company shall not be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company 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; provided, however, no
such list need be furnished for any series for which the Trustee shall be the
Security Registrar.

     Section 5.02 (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as
provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).

     (b)  The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.

     (c)  In case three or more holders of Securities of a series (hereinafter
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other holders
of Securities of that series or holders of all Securities with respect to their
rights under this Indenture or under such Securities, and is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five Business Days after the receipt
of such application, at its election, either:

          (1)     afford to such applicants access to the information preserved
     at the time by the Trustee in accordance with the provisions of Section
     5.02(a); or

          (2)     inform such applicants as to the approximate number of holders
     of Securities of such series or of all Securities, as the case may be,
     whose names and addresses appear in the information preserved at the time
     by the Trustee, in accordance with the provisions of Section 5.02(a), and
     as to the approximate cost of mailing to such Securityholders the form of
     proxy or other communication, if any, specified in such application.

     (d)  If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each holder of that series or of all Securities, as the case
may be, whose name and address appears in the information preserved at the time
by the Trustee in accordance with the provisions of Section 5.02(a), a copy of
the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the holders
of Securities of that series or

                                       25



of all Securities, as the case may be, or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise, the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

     (e)  Each and every holder of the Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any paying agent nor any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the holders of Securities in accordance with the provisions of
Section 5.02(c), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 5.02(c).

     Section 5.03 (a) The Company covenants and agrees to file with the Trustee,
within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) that the
Company is required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

     (b)  The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations. Delivery of such reports, documents and information to the Trustee
under this subsection (b) and Section 5.03(a) is for informational purposes only
and the Trustee's receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained
therein, including the Company's compliance with any of the covenants hereunder.

     (c)  The Company covenants and agrees to transmit by mail, first-class
postage prepaid, or reputable overnight delivery service which provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to Section 5.03(a) and (b) as may be required by
rules and regulations prescribed from time to time by the Commission.

                                       26



     Section 5.04 (a) On or before July 15 in each year in which any of the
Securities are outstanding, the Trustee shall transmit by mail, first-class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding May 15,
with respect to any of the following events which may have occurred within the
previous 12 months (but if no such event has occurred within such period no
report need be transmitted):

          (1)  any change to its eligibility under Section 7.09, and its
     qualifications under Section 310(b) of the Trust Indenture Act;

          (2)  the creation of or any material change to a relationship
     described in Section 310(b)(1) through 310(b)(10) of the Trust Indenture
     Act;

          (3)  the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities, on any property or funds held or collected
     by it as Trustee if such advances so remaining unpaid aggregate more than
     1/2 of 1% of the principal amount of the Securities outstanding on the date
     of such report;

          (4)  any change to the amount, interest rate and maturity date of all
     other indebtedness owing by the Company, or by any other obligor on the
     Securities, to the Trustee in its individual capacity, on the date of such
     report, with a brief description of any property held as collateral
     security therefor, except any indebtedness based upon a creditor
     relationship arising in any manner described in paragraphs (2), (3), (4) or
     (6) of Section 311(b) of the Trust Indenture Act;

          (5)  any change to the property and funds, if any, physically in the
     possession of the Trustee as such on the date of such report;

          (6)  any release, or release and substitution, of property subject to
     the lien, if any, of this Indenture (and the consideration thereof, if any)
     which it has not previously reported;

          (7)  any additional issue of Securities which the Trustee has not
     previously reported; and

          (8)  any action taken by the Trustee in the performance of its duties
     under this Indenture which it has not previously reported and which in its
     opinion materially affects the Securities or the Securities of any series,
     except any action in respect of a default, notice of which has been or is
     to be withheld by it in accordance with the provisions of Section 6.07.

     (b)  The Trustee shall transmit by mail, first-class postage prepaid, to
the Securityholders, as their names and addresses appear upon the Security
Register, a brief report with respect to the character and amount of any
advances (and if the Trustee elects so to state, the circumstances surrounding
the making thereof) made by the Trustee as such since the date of

                                       27



the last report transmitted pursuant to the provisions of subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this Indenture), for the reimbursement of which it claims or may
claim a lien or charge prior to that of the Securities of any series on property
or funds held or collected by it as Trustee, and which it has not previously
reported pursuant to this subsection if such advances remaining unpaid at any
time aggregate more than 10% of the principal amount of Securities of such
series outstanding at such time, such report to be transmitted within 90 days
after such time.

     (c)  A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Securities are listed (if so listed) and also with the
Commission. The Company agrees to promptly notify the Trustee when any
Securities become listed on any stock exchange.

                                   Article Six
                   Remedies of the Trustee and Securityholders
                              Upon Event of Default

     Section 6.01 (a) Whenever used herein with respect to Securities of a
particular series, "Event of Default" means any one or more of the following
events which has occurred and is continuing:

          (1)     default in the payment of any installment of interest upon any
     of the Securities of that series, as and when the same shall become due and
     payable, and continuance of such default for a period of 30 days;

          (2)     default in the payment of the principal of (or premium, if
     any, on) any of the Securities of that series as and when the same shall
     become due and payable, whether at maturity, upon redemption, by
     declaration or otherwise, or in any payment required by any sinking or
     analogous fund established with respect to that series;

          (3)     failure on the part of the Company duly to observe or perform
     any other of the covenants or agreements on the part of the Company with
     respect to that series contained in such Securities or otherwise
     established with respect to that series of Securities pursuant to Section
     2.01 hereof or contained in this Indenture (other than a covenant or
     agreement which has been expressly included in this Indenture solely for
     the benefit of one or more series of Securities other than such series) for
     a period of 90 days after the date on which written notice of such failure,
     requiring the same to be remedied and stating that such notice is a "Notice
     of Default" hereunder, shall have been given to the Company by the Trustee,
     by registered or certified mail, or to the Company and the Trustee by the
     holders of at least 25% in principal amount of the Securities of that
     series at the time outstanding;

          (4)     an event of default, as defined in any mortgage, indenture or
     instrument under which there may be issued, or by which there may be
     secured or evidenced, any Indebtedness of the Company (other than a default
     under this Indenture with respect to Securities of any series or a default
     with respect to any non-recourse Indebtedness), whether such Indebtedness
     now exists or shall hereafter be

                                       28



     created, shall happen and shall result in a principal amount in excess of
     $30 million of Indebtedness becoming or being declared due and payable
     prior to the date on which it would otherwise have become due and payable,
     and such acceleration shall not have been rescinded or annulled, or such
     Indebtedness shall not have been discharged, within a period of 15 days
     after there has been given, by registered or certified United States mail,
     to the Company by the Trustee or to the Company and the Trustee by the
     holders of at least 25% in aggregate principal amount of the Outstanding
     Securities of that series a written notice specifying such event of default
     and requiring the Company to cause such acceleration to be rescinded or
     annulled or to cause such Indebtedness to be discharged and stating that
     such notice is a "Notice of Default" hereunder;

          (5)  the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company or Standard Insurance
     Company ("Standard"), in an involuntary case or proceeding under the
     Federal Bankruptcy Code or other similar federal or state law or (B) a
     decree or order a judging the Company or Standard as bankrupt or insolvent,
     or approving as properly filed a petition seeking reorganization,
     arrangement, adjustment or composition of or in respect of the Company or
     Standard under any applicable federal or state law, or appointing a
     Custodian of the Company or Standard or of any substantial part of its
     property, or ordering the winding up or liquidation of its affairs, and the
     continuance of any such decree or order for relief or any such other decree
     or order unstayed and in effect for a period of 90 consecutive days;

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

          (7)  any other Event of Default provided for pursuant to Section 2.01
     with respect to Securities of that series.

     (b)  In each and every such case (other than an Event of Default specified
in Sections 6.01(a)(5) or 6.01(a)(6)), unless the principal of all the
Securities of that series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Securities of that series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by such Securityholders), may declare
the principal of all the Securities of that series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything contained in this Indenture or in the
Securities of that series or established with respect to that series pursuant to
Section 2.01 hereof to the contrary notwithstanding. If an Event of Default
specified in Sections 6.01(a)(5) or 6.01(a)(6) with respect to Securities at the
time Outstanding occurs, the principal amount of all the Securities of that
series shall automatically and without declaration or other action on the part
of the Trustee or any holder, become immediately due and payable. The

                                       29



Company shall file with the Trustee written notice of the occurrence of any
Event of Default within five Business Days of the Company's becoming aware of
any such Event of Default.

     (c)  The provisions of subsection (b) of this Section, however, are subject
to the condition that if, at any time after the principal of the Securities of
that series shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, the Company shall pay or shall deposit with the Trustee
a sum sufficient to pay all matured installments of interest upon all the
Securities of that series and the principal of (and premium, if any, on) any and
all Securities of that series which shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.06, and any and all defaults under the Indenture,
other than the nonpayment of principal on Securities of that series which shall
not have become due by their terms, shall have been remedied or waived as
provided in Section 6.06, then and in every such case the holders of a majority
in aggregate principal amount of the Securities of that series then outstanding,
by written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences; but no such rescission and annulment shall
extend to or shall affect any subsequent default, or shall impair any right
consequent thereon.

     (d)  In case the Trustee shall have proceeded to enforce any right with
respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.

     Section 6.02 (a) The Company covenants that (1) in case default shall be
made in the payment of any installment of interest on any of the Securities of a
series, and such default shall have continued for a period of 30 days, or (2) in
case default shall be made in the payment of the principal of (or premium, if
any, on) any of the Securities of a series when the same shall have become due
and payable, whether upon maturity of the Securities of a series or upon
redemption or upon declaration or otherwise, or in any payment required by any
sinking or analogous fund established with respect to that series as and when
the same shall have become due and payable, then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the holders of the
Securities of that series, the whole amount that then shall have become due and
payable on all such Securities for principal (and premium, if any) or interest,
or both, as the case may be, with interest upon the overdue principal (and
premium, if any) and (to the extent that payment of such interest is enforceable
under applicable law) upon overdue installments of interest at the rate per
annum expressed in the Securities of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, and the amount payable to the Trustee under Section 7.06.

     (b)  In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered

                                       30



to institute any action or proceedings at law or in equity for the collection of
the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree
against the Company or other obligor upon the Securities of that series and
collect in the manner provided by law out of the property of the Company or
other obligor upon the Securities of that series wherever situated the moneys
adjudged or decreed to be payable.

     (c)  In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or other judicial
proceedings affecting the Company, any other obligor on such Securities or the
creditors or property of either, the Trustee shall have power to intervene in
such proceedings and take any action therein that may be permitted by the court
and shall (except as may be otherwise provided by law) be entitled to file such
proofs of claim and other papers and documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of Securities of
such series allowed for the entire amount due and payable by the Company or such
other obligor under the Indenture at the date of institution of such proceedings
and for any additional amount which may become due and payable by the Company or
such other obligor after such date, and to collect and receive any moneys or
other property payable or deliverable on any such claim, and to distribute the
same after the deduction of the amount payable to the Trustee under Section
7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is
hereby authorized by each of the holders of Securities of that series to make
such payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to such Securityholders, to pay to the
Trustee any amount due it under Section 7.06.

     (d)  All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or 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 payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Securities of that
series.

     In case of an Event of Default hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law, in equity in bankruptcy
or otherwise, whether for the specific enforcement of any covenant or agreement
contained in the Indenture or in aid of the exercise of any power granted in
this Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.

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

                                       31



     Section 6.03 Any moneys collected by the Trustee pursuant to Section 6.02
with respect to a particular series of Securities shall be applied in the order
following, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal (or premium, if any) or
interest, upon presentation of the several Securities of that series, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

          FIRST: To the payment of costs and expenses of collection and of all
     amounts payable to the Trustee under Section 7.06;

          SECOND: To the payment of the amounts then due and unpaid upon
     Securities of that series for principal (and premium, if any) and interest,
     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: To the Company.

     Section 6.04 No holder of any Security of any series shall have any right
by virtue or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to Securities of that series specifying such Event of Default, as
hereinbefore provided, and unless also the holders of not less than 25% in
aggregate principal amount of the Securities of such series then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee shall not
have received from the holders of a majority in aggregate principal amount of
the Securities of such series a direction inconsistent with such request and for
60 days after its receipt of such notice, request and offer of indemnity, shall
have failed to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by the taker and holder
of every Security of that series with every other such taker and holder and the
Trustee, that no one or more holders of Securities of that series shall have any
right in any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all holders of Securities of that series. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

     Notwithstanding any other provisions of this Indenture, however, the right
of any holder of any Security to receive payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after
the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, shall not
be impaired or affected without the consent of such holder.

                                       32



         Section 6.05 (a) All powers and remedies given by this Article to the
Trustee or to the Securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any others thereof or of any other powers
and remedies available to the Trustee or the holders of the Securities, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture or otherwise
established with respect to such Securities.

         (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed as a waiver of any such default or an acquiescence therein;
and, subject to the provisions of Section 6.04, every power and remedy given by
this Article or by law to the Trustee or to the Securityholders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Securityholders.

         Section 6.06 The holders of a majority in aggregate principal amount of
the Securities of any series at the time outstanding, determined in accordance
with Section 8.04, shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to that series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or unduly prejudicial to the rights of holders of
Securities of any other series at the time outstanding determined in accordance
with Section 8.04 not parties thereto. Subject to the provisions of Section
7.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed might involve the Trustee in
personal liability. The holders of a majority in aggregate principal amount of
the Securities of all series at the time outstanding affected thereby,
determined in accordance with Section 8.04, may on behalf of the holders of all
of the Securities of that series waive any past default in the performance of
any of the covenants contained herein or established pursuant to Section 2.01
with respect to such series and its consequences, except a default in the
payment of the principal of, or premium, if any, or interest on, any of the
Securities of that series as and when the same shall become due by the terms of
such Securities or a call for redemption of Securities of that series, which
default may be waived by the unanimous consent of the holders affected. Upon any
such waiver, the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Trustee and the holders of the
Securities of that series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

         Section 6.07 The Trustee shall, within 90 days after the occurrence of
a default with respect to a particular series, transmit by mail, first class
postage prepaid, to the holders of Securities of that series, as their names and
addresses appear upon the Security Register, notice of all defaults with respect
to that series known to the Trustee, unless such defaults shall have been cured
or waived before the giving of such notice (the term "defaults" for the purposes
of this Section being hereby defined to be the events specified in subsections
(1), (2), (3), (4), (5), (6) and (7) of Section 6.01(a), not including any grace
periods provided for therein and irrespective of the giving of notice provided
for by subsection (3) of Section 6.01(a)); provided, that, except in the case of
default in the payment of the principal of (or premium, if any) or

                                       33




interest on any of the Securities of that series or in the payment of any
sinking fund installment established with respect to that series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the holders of Securities of that series;
provided further, that in the case of any default of the character specified in
Section 6.01(a)(3) with respect to Securities of that series, no such notice to
the holders of the Securities of that series shall be given until at least 30
days after the occurrence thereof.

         The Trustee shall not be deemed to have knowledge of any default,
except (i) a default under Section 6.01(a)(1) or (a)(2) as long as the Trustee
is acting as paying agent for such series of Securities or (ii) any default as
to which the Trustee shall have received written notice or a Responsible Officer
charged with the administration of this Indenture shall have actual knowledge or
obtained written notice.

         Section 6.08 All parties to this Indenture agree, and each holder of
any Securities by his, her or its acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, any suit instituted by any
Securityholder, or group of Securityholders, holding more than 10% in aggregate
principal amount of the outstanding Securities of any series, or any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security of such series, on
or after the respective due dates expressed in such Security or established
pursuant to this Indenture.

                                  Article Seven
                             Concerning the Trustee

         Section 7.01 (a) The Trustee, prior to the occurrence of an Event of
Default with respect to Securities of a series and after the curing of all
Events of Default with respect to Securities of that series which may have
occurred, shall undertake to perform with respect to Securities of that series
such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants shall be read into this Indenture against
the Trustee. In case an Event of Default with respect to Securities of a series
has occurred (which has not be cured or waived), the Trustee shall exercise with
respect to Securities of that series such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs.

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

                                       34



             (1)  prior to the occurrence of an Event of Default with respect to
         Securities of a series and after the curing and waiving of all such
         Events of Default with respect to that series which may have occurred:

             (i)  the duties and obligations of the Trustee shall with respect
             to Securities of that series be determined solely by the express
             provisions of this Indenture, and the Trustee shall not be liable
             with respect to Securities of that series except for the
             performance of such duties and obligations as are specifically set
             forth in this Indenture, and no implied covenants or obligations
             shall be read into this Indenture against the Trustee; and

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

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

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

             (4)  none of the provisions contained in this Indenture shall
         require the Trustee to expend or risk its own funds or otherwise incur
         or risk personal financial liability in the performance of any of its
         duties or in the exercise of any of its rights or powers, if there is
         reasonable ground for believing that the repayment of such funds or
         liability is not reasonably assured to it under the terms of this
         Indenture or adequate indemnity against such risk is not reasonably
         assured to it.

         (c) 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 7.01.

         Section 7.02 Except as otherwise provided in Section 7.01:

         (a) The Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent,

                                       35



order, approval, bond, security or other paper or document believed by it to be
genuine and to have been signed or presented by the property party or parties;

         (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by the Chief Executive Officer or the
President and by the Secretary or an Assistant Secretary or the Treasurer, an
Assistant Treasurer, the Controller or an Assistant Controller (unless other
evidence in respect thereof is specifically prescribed herein);

         (c) The Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted hereunder in good faith and in reliance thereon;

         (d) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing herein contained shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Securities (which has not been cured
or waived) to exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and to use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs;

         (e) If an Event of Default shall have occurred and be continuing, the
Trustee shall be under no obligation to follow any request, order or direction
of the Company if in the reasonable judgment of the Trustee the following of
such request, order or direction would not be in the best interests of all the
holders;

         (f) The Trustee shall not be liable for any action taken or omitted to
be taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

         (g) 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, consent, order, approval, bond, security, or
other papers or documents, unless requested in writing to do so by the holders
of not less than a majority in principal amount of the outstanding Securities of
the particular series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand;

                                       36



     (h) 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; and

     (i) Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action or omission of the
Trustee in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than three
Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

     Section 7.03 (a) The recitals contained herein and in the Securities (other
than the Certificate of Authentication on the Securities) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.

     (b) The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities.

     (c) The Trustee shall not be accountable for the use or application by the
Company of any of the Securities or of the proceeds of the Securities, or for
the use or application of any moneys paid over by the Trustee in accordance with
any provision of this Indenture or established pursuant to Section 2.01, or for
the use or application of any moneys received by any paying agent other than the
Trustee.

     (d) The Trustee shall have no responsibility with respect to any
information, statement or recital in any offering memorandum or other disclosure
material prepared or distributed with respect to the Securities.

     Section 7.04 The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not Trustee, paying agent or
Security Registrar.

     Section 7.05 Subject to the provisions of Section 11.06, all moneys
received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but 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 moneys received by it hereunder
except such as it may agree in writing with the Company to pay thereon.

         Section 7.06 (a) The Company covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, such compensation as
the Company and the Trustee may agree upon (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties

                                       37



hereunder of the Trustee, and the Company will pay or reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also covenants to indemnify the Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any loss, damage,
claim, liability or expense incurred without negligence or bad faith on the part
of the Trustee and 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 of liability in the premises.

     (b) The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the termination of this Indenture. Such additional
indebtedness shall be a senior lien to that of the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the holders of particular Securities, and the Securities are
hereby subordinated to each such senior lien.

     (c) Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default, the expenses (including the reasonable
charges and expenses of its counsel) and compensation for its services are
intended to constitute expenses of administration under applicable federal or
state bankruptcy, insolvency or similar law.

     Section 7.07 Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, it shall be entitled to
receive, and such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively provided and established by an
Officers' Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.

     Section 7.08 If the Trustee has acquired 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 7.09 There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation organized
and doing business under the laws of the United States of America or any State
or Territory thereof or of the District of Columbia, or a corporation or other
person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50 million, and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant

                                       38



to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. The
Company may not, nor may any person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.

     Section 7.10 (a) The Trustee or any successor hereafter appointed may at
any time resign with respect to the Securities of one or more series by giving
written notice thereof to the Company and by transmitting notice of resignation
by mail, first-class postage prepaid, to the Securityholders of that series, as
their names and addresses appear upon the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of that series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee with respect to Securities of that series, or any
Securityholder of that series who has been a bona fide holder of a Security or
Securities of that series for at least six months may, subject to the provisions
of Section 6.08, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may thereupon after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

     (b)  In case at any time any of the following shall occur:

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

          (2) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.09 and shall fail to resign after written request
     therefor by the Company or by any such Securityholder; or

          (3) the Trustee shall become incapable of acting, shall be adjudged a
     bankrupt or insolvent, 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, the Company may remove the Trustee with respect to
all Securities and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 6.08, unless, with
respect to clause (b)(1) above, the Trustee's duty to resign is stayed as
provided in Section 310(b) of the Trust Indenture Act, any Securityholder who
has been a bona fide holder of a Security or Securities for at least six months
may, on behalf of himself and all others similarly

                                       39



situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee. If a notice of removal shall have been
delivered to the Trustee and no successor trustee shall have been appointed and
accepted appointment within 30 days after the Trustee's receipt of such notice
of removal, the Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

     (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to that series and appoint a successor trustee.

     (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

     (e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

     Section 7.11 (a) In case of the appointment hereunder of a successor
trustee with respect to all Securities, every such successor trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor trustee all the rights, powers, and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring Trustee hereunder, subject
to any prior lien provided for in Section 7.06(b).

     (b) In case of the appointment hereunder of a successor trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which shall (1)
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor trustee relates, (2)
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee

                                       40



of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and that no Trustee shall be
responsible for any act or failure to act on the part of any other Trustee
hereunder; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein, such retiring Trustee shall with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates have no further responsibility for the exercise of rights and
powers or for the performance of the duties and obligations vested in the
Trustee under this Indenture, and each such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor trustee
relates; but, on request of the Company or any successor trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor trustee, to
the extent contemplated by such supplemental indenture, the property and money
held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor trustee relates.

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

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

     (e) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first-class postage prepaid, to the Securityholders,
as their names and addresses appear upon the Security Register. If the Company
fails to transmit such notice within 10 days after acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

     Section 7.12 Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, 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 of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of the
Trust Indenture Act and eligible under the provisions of Section 7.09, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding. 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 7.13 If and when the Trustee shall become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust

                                       41



Indenture Act regarding the collection of claims against the Company (or any
other obligor upon the Securities).

                                  Article Eight
                         Concerning the Securityholders

     Section 8.01 Whenever in this Indenture it is provided that the holders of
a majority or specified percentage in aggregate principal amount of the
Securities of a particular series may take any action (including the making of
any demand or request, the giving of any notice, consent or waiver or the taking
of any other action), the fact that at the time of taking any such action the
holders of such majority or specified percentage of that series have joined
therein may be evidenced by any instrument or any number of instruments of
similar tenor executed by such holders of Securities of that series in person or
by agent or proxy appointed in writing.

     If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for that series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action, including any
revocation thereof, may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall be
deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of outstanding Securities of that
series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the outstanding Securities of that series shall be computed as of the
record date; provided that no such authorization, agreement or consent by such
Securityholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

     Section 8.02 Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not require
notarization) or his, her or its agent or proxy and proof of the holding by any
person of any of the Securities shall be sufficient if made in the following
manner:

     (a) the fact and date of the execution by any such person of any instrument
may be proved in any reasonable manner acceptable to the Trustee;

     (b) the ownership of Securities shall be proved by the Security Register of
such Securities or by a certificate of the Security Registrar thereof; or

     (c) the Trustee may require such additional proof of any matter referred to
in this Section as it shall deem necessary.

     Section 8.03 Prior to the due presentment for registration of transfer of
any Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the person in whose name such Security shall be
registered upon the books of the Company as the absolute owner of such Security
(whether or not such Security shall be overdue and

                                       42



notwithstanding any notice of ownership or writing thereon made by anyone other
than the Security Registrar) for the purpose of receiving payment of or on
account of the principal of and premium, if any, and (subject to Section 2.03)
interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any paying agent nor any Security Registrar shall be
affected by any notice to the contrary.

     Section 8.04 In determining whether the holders of the requisite aggregate
principal amount of Securities of a particular series have concurred in any
direction, consent or waiver under this Indenture, Securities of that series
which are owned by the Company or any other obligor on the Securities of that
series or by any person directly or indirectly controlling or controlled by or
under common control with the Company or any other obligor on the Securities of
that series shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities of such series which the Trustee actually knows are
so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section, if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not a
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

     Section 8.05 At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the holders
of the majority or percentage in aggregate principal amount of the Securities of
a particular series specified in this Indenture in connection with such action,
any holder of a Security of that series which is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid, any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.

                                  Article Nine
                             Supplemental Indentures

     Section 9.01 In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of the
Securityholders, for one or more of the following purposes:

                                       43



     (a) to evidence the succession of another corporation to the Company, and
the assumption by any such successor of the covenants of the Company contained
herein or otherwise established with respect to the Securities;

     (b) to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions for the protection of the holders of the
Securities of all or any series as the Board of Directors and the Trustee shall
consider to be for the protection of the holders of Securities of all or any
series, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions or
provisions a default or an Event of Default with respect to that series
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth; provided, however, that in respect of any
such additional covenant, restriction, condition or provision, such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other
defaults), may provide for an immediate enforcement upon such default or may
limit the remedies available to the Trustee upon such default or may limit the
right of the holders of a majority in aggregate principal amount of the
Securities of such series to waive such default;

     (c) to surrender any right or power herein conferred upon the Company;

     (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this indenture as shall not be inconsistent with the provisions of
this Indenture and shall not adversely affect the interests of the holders of
the Securities of any series;

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

     (f) to add any additional Events of Default for the benefit of the holders
of all or any series of Securities (and if such additional Events of Default are
to be for the benefit of less than all series of Securities, stating that such
additional Events of Default are expressly being included solely for the benefit
of such series);

     (g) to secure the Securities; or

     (h) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 7.11.

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to enter into any such

                                       44




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

         Any supplemental indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

         Section 9.02 With the consent (evidenced as provided in Section 8.01)
of the holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such supplemental indenture or indentures
at the time outstanding, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, this
Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Securities of that series under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the holders of each Security then Outstanding and affected thereby,
(i) extend the fixed maturity of any Securities of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any premium payable upon the redemption thereof;
(ii) reduce the amount of principal of an Original Issue Discount Security or
any other Security payable upon acceleration of the maturity thereof pursuant to
Section 6.01(b); (iii) change the currency in which any Security or any premium
or interest is payable; (iv) impair the right to enforce any payment on or with
respect to any Security; (v) adversely change the right to convert or exchange,
including decreasing the conversion rate or increasing the conversion price of,
such Security (if applicable); (vi) reduce the percentage in principal amount of
outstanding Securities of any series, the consent of whose holders is required
for modification or amendment of this Indenture or for waiver of compliance with
certain provisions of this Indenture or for waiver of certain defaults; (vii)
reduce the requirements contained in this Indenture for quorum or voting; or
(viii) modify any of the above provisions.

         Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture.

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

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

                                       45



         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first-class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

         Section 9.03 Upon the execution of any supplemental indenture pursuant
to the provisions of this Article, Article Two, Article Seven or of Article Ten,
this Indenture shall, with respect to that series, be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Securities of the series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

         Section 9.04 Securities of any series, affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article, Article Two, Article Seven
or of Article Ten, may bear a notation in form approved by the Company, provided
such form meets the requirements of any exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of that series so modified as to
conform, in the opinion of the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then outstanding.

         Section 9.05 The Trustee, subject to the provisions of Section 7.01, is
entitled to receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is proper
for the Trustee under the provisions of this Article to join in the execution
thereof.

                                   Article Ten
                         Consolidation, Merger and Sale

         Section 10.01 Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Company with or into
any other Person (whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any sale, assignment, conveyance,
transfer or lease of the assets or other property of the Company or its
successor or successors substantially as an entirety to any other Person
(whether or not affiliated with the Company or its successor or successors);
provided that (i) immediately prior to and immediately following any such
consolidation, merger, sale, conveyance, transfer or lease, no Event of Default
shall have occurred and be continuing and (ii) the Company is the surviving or
continuing Person, or the surviving or continuing Person that acquires the
Company's assets by

                                       46



consolidation, merger, sale, conveyance, transfer or lease is incorporated in
the United States of America or Canada and expressly assumes the payment and
performance of all obligations of the Company under this Indenture and the
Securities.

         Section 10.02 (a) In case of any such consolidation, merger, sale,
conveyance, transfer or lease and upon the assumption by the successor Person,
by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the
principal of and premium, if any, and interest on all of the Securities of all
series outstanding and the due and punctual performance of all of the covenants
and conditions of this Indenture or established with respect to each series of
the Securities pursuant to Section 2.01 to be performed by the Company with
respect to each series, such successor Person shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
as the party of the first part, and thereupon, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities, except the provisions of Section 7.06 to the
extent such provisions relate to matters occurring before any such
consolidation, merger, sale, conveyance, transfer or lease. For the avoidance of
doubt, nothing herein shall relieve the successor Person of liability with
respect to such provisions, the predecessor and successor Persons being jointly
and severally liable therefor. Such successor Person thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company or
any other predecessor obligor on the Securities, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person,
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the predecessor Company to the Trustee for authentication, and any
Securities which such successor Person thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

         (b) In case of any such consolidation, merger, sale, conveyance,
transfer or lease, such changes in phraseology and form (but not in substance)
may be made in the Securities thereafter to be issued as may be appropriate.

         (c) Nothing contained in this Indenture or in any of the Securities
shall prevent the Company from acquiring by purchase or otherwise all or any
part of the property of any other Person (whether or not affiliated with the
Company).

         Section 10.03 The Trustee, subject to the provisions of Section 7.01,
is entitled to receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or lease, and any such assumption, comply with the provisions of this
Article.

                                       47



                                 Article Eleven
                    Satisfaction and Discharge of Indenture;
                                Unclaimed Moneys

         Section 11.01 If at any time: (a) the Company shall have delivered to
the Trustee for cancellation all Securities of a series theretofore
authenticated (other than any Securities which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in Section 2.07
and Securities for whose payment money or Governmental Obligations has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereupon repaid to the Company or discharged from such trust, as
provided in Section 11.06); (b) all such Securities of a particular series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and (c) the Company shall
deposit or cause to be deposited with the Trustee as trust funds the entire
amount in moneys or Governmental Obligations, or a combination thereof, the
principal of and interest on which, without reinvestment, is sufficient in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay at
maturity or upon redemption all such Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if
any) and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if the Company shall also pay or cause
to be paid all other sums payable hereunder with respect to that series by the
Company, then this Indenture shall thereupon cease to be of further effect with
respect to that series except for the provisions of Sections 2.05, 2.07, 4.02
and 7.10, which shall survive until the date of maturity or redemption date, as
the case may be, and Sections 7.06 and 11.06 which shall survive to such date
and thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall, subject to compliance with 13.05, execute proper
instruments acknowledging satisfaction of and discharging this Indenture with
respect to such series.

         Section 11.02 If at any time all such Securities of a particular series
not theretofore delivered to the Trustee for cancellation or which have not
become due and payable as described in Section 11.01 shall have been paid by the
Company by depositing irrevocably with the Trustee as trust funds moneys or an
amount of Governmental Obligations, or a combination thereof, the principal of
and interest on which, without reinvestment, is sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or
upon redemption all such Securities of that series not theretofore delivered to
the Trustee for cancellation, including principal (and premium, if any) and
interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company with respect to that
series, then after the date such moneys or Governmental Obligations, as the case
may be, are deposited with the Trustee, the obligations of the Company under
this Indenture with respect to such series shall cease to be of further effect
except for the provisions of Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.06
hereof which shall survive until such Securities shall mature and be paid.
Thereafter, Sections 7.06 and 11.06 shall survive. The release of the Company
from its obligations under this Indenture, as provided for in this Section
11.02, shall be subject to the further conditions that the Company first shall
have caused to be delivered to the Trustee (i) an Opinion of Counsel to the
effect that Securityholders

                                       48



of a series with respect to which a deposit has been made in accordance with
this Section 11.02 will not realize income, gain or loss for federal income tax
purposes as a result of such deposit and release, and will be subject to federal
income tax on the same amount, in the same manner and at the same times as would
have been the case if such deposit and release had not occurred and (ii) the
Opinion of Counsel and Officers' Certificate required by Section 13.05.

         Section 11.03 If, in addition to satisfying the conditions set forth in
Sections 11.01 or 11.02 (except for the requirement of the Opinion of Counsel
referred to in clause (i) of Section 11.02), (i) the Company delivers to the
Trustee an Opinion of Counsel to the effect that (a) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or
(b) since the date of this Indenture there has been a change in applicable
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Securityholders of a series with
respect to which a deposit has been made in accordance with Sections 11.01 or
11.02 will not realize income, gain or loss for federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to federal
income tax on the same amount, in the same manner and at the same times, as
would have been the case if such deposit, defeasance and discharge had not
occurred and (c) the deposit shall not result in the Company, the Trustee or the
trust hereunder being deemed an "investment company" under the Investment
Company Act of 1940, as amended, (ii) the Company shall have caused to be
delivered to the Trustee the Opinion of Counsel and Officers' Certificate
required by Section 13.05 and (iii) no event or condition shall exist that would
prevent the Company from making payments of the principal of (and premium, if
any) or interest on the Securities on the date of such deposit or at any time
during the period ending on the ninety-first day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until the
expiration of such period), then, in such event, the Company will be deemed to
have paid and discharged the entire indebtedness on that series and the holder
thereof shall thereafter be entitled to receive payment solely from the trust
fund described above.

         Section 11.04 All moneys or Governmental Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.

         Section 11.05 In connection with the satisfaction and discharge of this
Indenture all moneys or Governmental Obligations then held by any paying agent
under the provisions of this Indenture shall, upon demand of the Company, be
paid to the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys or Governmental Obligations.

         Section 11.06 Any moneys or Governmental Obligations deposited with any
paying agent or the Trustee, or then held by the Company, in trust for payment
of principal of or premium or interest on the Securities of a particular series
that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and
payable, shall, upon written notice from the Company, be repaid to the Company
or (if then held by the Company) shall be discharged from such trust; and
thereupon the paying agent

                                       49



and the Trustee shall be released from all further liability with respect to
such moneys or Governmental Obligations, and the holder of any of the Securities
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.

                                 Article Twelve
                Immunity of Incorporators, Stockholders, Officers
                                  and Directors

         Section 12.01 No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of
the Company or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law, in equity or
by constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.

                                Article Thirteen
                            Miscellaneous Provisions

         Section 13.01 All the covenants, stipulations, promises and agreements
in this Indenture contained by or on behalf of the Company shall bind its
successors and assigns, whether so expressed or not.

         Section 13.02 Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

         Section 13.03 Except as otherwise expressly provided herein, any notice
or demand which by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the holders of Securities to or on the
Company may be given or served by being deposited first-class postage prepaid in
a post-office letter box addressed (until another address is filed in writing by
the Company with the Trustee), as follows: StanCorp Financial Group, Inc., 1100
SW Sixth Avenue, Portland, Oregon 97204, Attention: Chief Financial Officer. Any

                                       50



notice, election, request or demand by the Company or any Securityholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing at the Corporate Trust Office of the
Trustee, Attention: Corporate Trust Services. Except as otherwise expressly
provided herein, any notice by the Company or the Trustee to any Securityholder
shall be deemed to have been sufficiently given, for all purposes, if deposited
first-class postage prepaid in a post office letter box addressed to the
Securityholder as the Securityholder's name and address appears upon the
Security Register.

         Section 13.04 This Indenture and each Security shall, pursuant to
Section 5-1401 of the New York General Obligations Law, be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of that State, without regard to
the conflicts of laws principles thereof (other than Section 5-1401 of the New
York General Obligations Law).

         Section 13.05 (a) Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

         (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture (other than the Certificate provided pursuant to Section
5.03(d) of this Indenture) shall include (1) a statement that the person making
such certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he 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 or not, in the opinion of such
person, such condition or covenant has been complied with.

         Section 13.06 Except as provided pursuant to Section 2.01 pursuant to a
Board Resolution, and as set forth in an Officers' Certificate, or established
in one or more indentures supplemental to this Indenture, in any case where the
date of maturity of interest or principal of any Security or the date of
redemption of any Security shall not be a Business Day then payment of interest
or principal (and premium, if any) may be made on the next succeeding Business
Day with the same force and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after such nominal date.

         Section 13.07 If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by operation of Section
318(c) of the Trust Indenture Act, such imposed duties shall control.

                                       51



         Section 13.08 This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute one and the same instrument.

         Section 13.09 In case any one or more of the provisions contained in
this Indenture or in the Securities of any series shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Indenture or of such Securities, but this Indenture and such Securities shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.

         Section 13.10 This Indenture is binding upon and inures to the benefit
of the parties thereto and their respective successors and assigns. This
Indenture may not be assigned by the parties thereto.

                                Article Fourteen
                           Subordination of Securities

         Section 14.01 The Company covenants and agrees, and each holder of
Securities issued hereunder and under any supplemental indenture or by an
resolutions of the Board of Directors ("Additional Provisions") by his, her or
its acceptance thereof likewise covenants and agrees, that all Securities shall
be issued subject to the provisions of this Article Fourteen; and each holder of
a Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

         The payment by the Company of the principal of and premium, if any, and
interest on all Securities issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to the prior payment in full of all Senior
Indebtedness, whether outstanding at the date of this Indenture or thereafter
incurred.

         Section 14.02 In the event and during the continuation of any default
by the Company in the payment of principal, premium, interest or any other
payment due on any Senior Indebtedness, as the case may be, or in the event that
the maturity of any Senior Indebtedness has been accelerated because of a
default, then, in either case, no payment shall be made by the Company with
respect to the principal (including redemption and sinking fund payments) of or
premium, if any, or interest on the Securities.

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any holder when such payment is prohibited by the
preceding paragraph of this Section 14.02, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear.

         Section 14.03 Upon any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to creditors upon any dissolution, winding-up, liquidation or
reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership, general assignment, marshaling of any

                                       52



assets or liabilities for the benefit of creditors or other proceedings, all
amounts due or to become due upon all Senior Indebtedness shall first be paid in
full, or payment thereof provided for in money in accordance with its terms,
before any payment is made on account of the principal (and premium, if any) or
interest on the Securities; and upon any such dissolution, winding-up,
liquidation or reorganization, any payment by the Company or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the holders of the Securities or the Trustee would be
entitled, except for the provisions of this Article Fourteen, shall be paid by
the Company, by any receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, by the holders of the
Securities or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness in
full, in money or money's worth, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Indebtedness, before any payment
or distribution is made to the holders of Securities or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee or the holders of the Securities before all Senior Indebtedness is paid
in full, or provision is made for such payment in money in accordance with its
terms, such payment or distribution shall be held in trust for the benefit of
and shall be paid over or delivered to the holders of Senior Indebtedness or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company, for application to the payment of Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in money
in accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness.

         For purposes of this Article Fourteen, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article Fourteen with
respect to the Securities to the payment of all Senior Indebtedness which may at
the time be outstanding; provided that (i) the Senior Indebtedness is assumed by
the new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Senior Indebtedness are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article Ten hereof shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 14.03
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Ten hereof.
Nothing

                                       53



in Section 14.02 or in this Section 14.03 shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 7.06.

         Section 14.04 Subject to the payment in full of all Senior
Indebtedness, the rights of the holders of the Securities shall be subrogated to
the rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company, as the case may
be, applicable to the Senior Indebtedness until the principal of (and premium,
if any) and interest on the Securities shall be paid in full; and, for the
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 Fourteen, and no payment over pursuant to the provisions of this
Article Fourteen, to or for the benefit of the holders of Senior Indebtedness by
holders of the Securities or the Trustee, shall, as between the Company, its
creditors other than holders of Senior Indebtedness, and the holders of the
Securities, be deemed to be a payment by the Company to or on account of the
Senior Indebtedness. It is understood that the provisions of this Article
Fourteen are and are intended solely for the purposes of defining the relative
rights of the holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness on the other hand.

         Nothing contained in this Article Fourteen or elsewhere in this
Indenture, any Additional Provisions or in the Securities is intended to or
shall impair, as between the Company, its creditors other than the 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
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the holders of
the Securities and creditors of the Company other than the holders of the Senior
Indebtedness, nor shall anything herein or therein 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 Fourteen of the holders of Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of any
such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article Fourteen, the Trustee, subject to the provision of Article
Seven, and the holders of the Securities shall be entitled to conclusively rely
upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding-up, liquidation or reorganization proceedings are
pending, or a certificate of the receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, delivered to
the Trustee or to the holders of the Securities, for the purposes of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other Indebtedness of the Company, the
amount hereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fourteen.

         Section 14.05 Each holder of a Security by such holder's acceptance
thereof authorizes and directs the Trustee in his, her or its behalf to take
such action as may be necessary or appropriate to effectuate the subordination
provided in this Article Fourteen and appoints the Trustee his, her or its
attorney-in-fact for any and all such purposes.

                                       54



         Section 14.06  The Company shall give prompt written notice to a
Responsible Officer of the Trustee of any fact known to the Company which would
prohibit the making of any payment of monies to or by the Trustee or paying
agent in respect of the Securities pursuant to the provisions of this Article
Fourteen. Notwithstanding the provisions of this Article Fourteen or any other
provision of this Indenture or any Additional Provisions, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment of monies to or by the Trustee or paying agent in respect
of the Securities pursuant to the provisions of this Article Fourteen, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness or
from any trustee therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Article Seven, shall be entitled in
all respects to assume that no such facts exist; provided that if the Trustee
shall not have received the notice provided for in this Section 14.06 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 (or premium, if any) or interest on 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 purposes for which they were 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.

         The Trustee, subject to the provisions of Article Seven, shall be
entitled to conclusively 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
on behalf of such holder) to establish that such notice has been given by a
holder of Senior Indebtedness or a trustee on behalf of any such holder or
holders. 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 Fourteen, 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 Fourteen, 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 14.07  The Trustee in its individual capacity shall be entitled
to all the rights set forth in this Article Fourteen in respect of any Senior
Indebtedness at any time 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.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Fourteen, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Article Seven, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to holders of Securities,
the Company or any other person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Fourteen or otherwise.

                                       55



         Nothing in this Article Fourteen shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 7.06.

         Section 14.08  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 which any such holder may
have or otherwise be 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
Fourteen 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.

         No provision of this Article Fourteen shall prevent the occurrence of
any default or Event of Default hereunder.

         U.S. Bank National Association, as Trustee, hereby accepts the trusts
in this Indenture declared and provided, upon the terms and conditions
hereinabove set forth.

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

                                         STANCORP FINANCIAL GROUP, INC.

                                         By:___________________________________
                                            Its:_______________________________


Attest:

By:______________________________________
     Its:________________________________

                                         U.S. BANK NATIONAL ASSOCIATION
                                         as Trustee

                                         By:___________________________________
                                            Its: Vice President

                                       56

EX-5

                                                                       EXHIBIT 5

July 3, 2002

StanCorp Financial Group, Inc.
1100 SW Sixth Avenue
Portland, OR 97204

Ladies and Gentlemen:

         We are acting as counsel to StanCorp Financial Group, Inc., an Oregon
corporation (the "Company"), in connection with the proposed issuance and sale
by the Company from time to time of up to an aggregate amount of $1,000,000,000
of the Company's Senior Debt Securities, Subordinated Debt Securities, Common
Stock, Preferred Stock and Stock Warrants (collectively referred to as the
"Securities"), pursuant to the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933
Act").

         The Senior Debt Securities and Subordinated Debt Securities will be
issued pursuant to separate indentures between the Company and a commercial bank
or trust company, or other qualified trustee, as supplemented by a supplemental
indenture or other instrument as appropriate to issue such Senior Debt
Securities and Subordinated Debt Securities (each, a "Supplement," and together
with the applicable indenture, the "Senior Indenture" and the "Subordinated
Indenture," as applicable).

         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the 1933 Act.

         We have examined such documents, corporate records and other
instruments as we have deemed necessary for the purposes of this opinion. Based
on our review and on the assumptions set forth below, we are of the opinion
that:

         (1) When (i) the Senior Debt Securities have been duly authorized for
issuance, (ii) the terms thereof and of their issue and sale have been duly
established, and (iii) the Supplement has been duly authorized, executed and
delivered by the parties thereto, upon the due execution, authentication,
issuance and delivery thereof in accordance with the Senior Indenture as set
forth in the Registration Statement, the prospectus and any applicable
prospectus supplement, and upon receipt by the Company of the purchase price
thereof, the Senior Debt Securities will be validly issued and will be binding
obligations of the Company, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws affecting
creditors rights, to general equitable principles (whether considered in a
proceeding in equity or at law) and to an implied covenant of reasonableness,
good faith and fair dealing.



         (2) When (i) the Subordinated Debt Securities have been duly authorized
for issuance, (ii) the terms thereof and of their issue and sale have been duly
established, and (iii) the Supplement has been duly authorized, executed and
delivered by the parties thereto, upon the due execution, authentication,
issuance and delivery thereof in accordance with the Subordinated Indenture as
set forth in the Registration Statement, the prospectus and any applicable
prospectus supplement, and upon receipt by the Company of the purchase price
thereof, the Subordinated Debt Securities will be validly issued and will be
binding obligations of the Company, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
affecting creditors rights, to general equitable principles (whether considered
in a proceeding in equity or at law) and to an implied covenant of
reasonableness, good faith and fair dealing.

         (3) When (i) the issuance of the Common Stock to be issued by the
Company has been duly authorized, and (ii) the terms of its issue and sale have
been duly established, upon the issuance and delivery thereof as set forth in
the Registration Statement, the prospectus and any applicable prospectus
supplement, and upon receipt by the Company of the purchase price thereof, the
Common Stock will be validly issued, fully paid and nonassessable.

         (4) When (i) the issuance of the Preferred Stock to be issued by the
Company has been duly authorized, (ii) the terms of its issue and sale have been
duly established, in conformity with the Company's articles of incorporation and
Oregon law, and (iii) articles of amendment with respect to the applicable
series of the Preferred Stock have been duly filed with the Secretary of State
of the State of Oregon, upon the issuance and delivery thereof as set forth in
the Registration Statement, the prospectus and any applicable prospectus
supplement, and upon receipt by the Company of the purchase price thereof, the
Preferred Stock will be validly issued, fully paid and nonassessable.

         (5) When (i) the issuance of the Stock Warrants to be issued by the
Company has been duly authorized, and (ii) the terms of their issue and sale
have been duly established, upon the issuance and delivery thereof as set forth
in the Registration Statement, the prospectus and any applicable prospectus
supplement, and upon receipt by the Company of the purchase price thereof, the
Stock Warrants will be validly issued and will be binding obligations of the
Company.

         In rendering the foregoing opinions, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of all originals of such latter documents. We also have
assumed that (i) the Registration Statement and any amendments thereto shall
have become effective, (ii) a prospectus and prospectus supplement describing
each class or series of Securities offered pursuant to the Registration
Statement shall have been filed with the SEC, (iii) resolutions authorizing the
Company to register, offer, sell and issue the Securities shall have been duly
adopted and shall remain in full force and effect, (iv) the Securities shall
have been issued in compliance with applicable federal and state securities
laws, and (v) the

                                       2



interest rate, if applicable, on the Securities shall not exceed the maximum
lawful rate permitted from time to time under applicable law.

         We are members of the bar of the State of Oregon and do not express any
opinion herein covering any law other than the law of the State of Oregon and
the federal law of the United States, in each case as in effect on the date
hereof.

         We hereby authorize and consent to the use of this opinion as Exhibit 5
of the Registration Statement and authorize and consent to the references to our
firm in the Registration Statement and in the preliminary prospectus
constituting a part thereof. In giving such consent, we do not thereby admit
that we are within the category of persons whose consent is required pursuant to
Section 7 of the 1933 Act or the rules and regulations of the SEC.

                                                     Very truly yours,

                                                     /s/ STOEL RIVES LLP

                                                     STOEL RIVES LLP

                                       3

EX-10

                                                                      EXHIBIT 10

                      FOURTH AMENDMENT TO CREDIT AGREEMENT


Dated:            June 29, 2002

Parties:          StanCorp Financial Group, Inc.                    ("Borrower")

                  U.S. Bank National Association                   ("U.S. Bank")

                                    RECITALS:
                                    --------

                  A.       U.S. Bank and Borrower have entered into a Credit
Agreement dated June 30, 2000, which has been amended by Amendment to Credit
Agreement dated November 29, 2000, First Amendment to Credit Agreement dated
June 27, 2001, Second Amendment to Credit Agreement dated July 31, 2002, and
Third Amendment to Credit Agreement dated September 25, 2001 (collectively,
"Credit Agreement").

                  B.       The parties wish to modify the Credit Agreement as
set forth herein.

                  NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree to enter into
this Fourth Amendment to Credit Agreement ("Amendment") as follows:

                  1.       All capitalized terms used in this Amendment and not
defined herein shall have the meanings ascribed to those terms in the Credit
Agreement.

                  2.       The definition of "Expiry Date" in Section 1.1 of the
Credit Agreement is deleted and replaced with the following:

                  "Expiry Date" means August 31, 2002.

                  3.       The effectiveness of this Amendment is subject to
satisfaction of the following conditions precedent prior to or concurrently with
the execution of this Amendment.

                           3.1      No Event of Default shall have occurred and
be continuing.

                           3.2      All representations and warranties contained
in the Credit Agreement as amended shall be true and correct as of the date of
execution of this Amendment.

                           3.3      U.S. Bank shall have received such other
documents and information and Borrower shall have satisfied such additional
requirements as U.S. Bank reasonably requires.



                  4.       Borrower reaffirms the representations and warranties
in the Credit Agreement and in the Loan Documents and acknowledges that except
as amended herein, each such Loan Document remains in full force and effect and
is and shall remain valid and enforceable in accordance with its terms.
Following the execution of this Amendment, references in the Credit Agreement to
the "Agreement" mean the Credit Agreement, as amended previously and by this
Amendment.

                  5.       Under Oregon law, most agreements promises and
commitments made by lenders after October 3, 1989, concerning loans and other
credit extensions which are not for personal, family or household purposes or
secured solely by the borrower's residence must be in writing, express
consideration and be signed by the lender to be enforceable.

                  Borrower and Guarantors acknowledge receipt of a copy of this
Agreement.

STANCORP FINANCIAL GROUP, INC.         U.S. BANK NATIONAL ASSOCIATION


By: /s/                                By: /s/
   ---------------------------------      -------------------------------------
Title:                                 Title:
      ------------------------------         ----------------------------------


                      CONSENT AND REAFFIRMATION OF GUARANTY
                      -------------------------------------

                  Each of the undersigned hereby acknowledges and agrees to all
terms and conditions of the foregoing Fourth Amendment to Credit Agreement,
acknowledges and consents to the execution, delivery and performance by StanCorp
Financial Group, Inc. of this Fourth Amendment to Credit Agreement. In addition,
each of the undersigned Guarantors reaffirms its obligation to U.S. Bank
National Association and agrees that all terms and conditions of the most recent
Guaranty executed by such Guarantor shall remain in full force and effect.

STANDARD INSURANCE COMPANY             STANCORP MORTGAGE INVESTORS, LLC



By: /s/                                By: /s/
   --------------------------------       -------------------------------------
Title:                                 Title:
      -----------------------------          ----------------------------------
Date:                                  Date:
     ------------------------------         -----------------------------------




                       FIFTH AMENDMENT TO CREDIT AGREEMENT

Dated:            July 2, 2002

Parties:          StanCorp Financial Group, Inc.                   ("Borrower")

                  U.S. Bank National Association                       ("Bank")

                                    RECITALS:
                                    --------

                  A.       Bank and Borrower have entered into a Credit
Agreement dated June 30, 2000, which has been amended by Amendment to Credit
Agreement dated November 29, 2000, First Amendment to Credit Agreement dated
June 27, 2001, Second Amendment to Credit Agreement dated July 31, 2001, Third
Amendment to Credit Agreement dated September 25, 2001, and Fourth Amendment to
Credit Agreement dated June 27, 2002 (collectively, "Credit Agreement").

                  B.       The parties wish to modify the Credit Agreement as
set forth herein.

                  NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree to enter into
this Fifth Amendment to Credit Agreement ("Amendment") as follows:

                  1.       Definitions.

                           1.1      The following defined terms in Section 1.1
of the Credit Agreement are deleted and replaced with the following:

                  "Applicable Margin":  The percentages set forth below:
                                                                                  
- --------------------------------------------------------------------------------------------------------------------

 Status of Compliance with       Fixed LIBOR      Fixed LIBOR Advances      Floating LIBOR       Floating LIBOR
Covenants in Sections 8.11,    Advances During     At Any Time Except      Advances During    Advances At Any Time
     9.7, 9.11 and 9.12         Bulge Period       During Bulge Period       Bulge Period      Except During Bulge
                                                                                                     Period
- ----------------------------- ------------------ ------------------------ ------------------- ----------------------
In compliance with all              0.50%                 0.40%                 0.70%                 0.60%
financial covenants
- ----------------------------- ------------------ ------------------------ ------------------- ----------------------
Out of compliance with any          0.60%                 0.50%                 0.80%                 0.70%
financial covenant
- --------------------------------------------------------------------------------------------------------------------



                  "Authorized Control Level Risk-Based Capital": Shall have the
                  meaning set forth on page 27, line 31, column 1 of the most
                  recent NAIC statement filed by SIC.



                  "Commitment": From the Bulge Effective Date through October
                  15, 2002, One Hundred Fifty Million Dollars ($150,000,000.00)
                  and at any other time, One Hundred Million Dollars
                  ($100,000,000.00), in either case, as such amount may be
                  reduced from time to time pursuant to Section 4.4 or Section
                  10.2; provided, however, that if the context requires,
                  "Commitment" may also refer to the Bank's commitment to make
                  Loans and issue Letters of Credit hereunder.

                  "Expiry Date":  May 31, 2003.

                  "Net Income": Shall have the meaning set forth on page 4, line
                  35, column 1 of the most recent NAIC statement filed by SIC.

                  "Net Income to Total Income Percentage": (a) Net Income, plus
                  the amount of the ceding commission (up to a maximum of
                  Seventy-Five Million Dollars ($75,000,000.00)) paid by
                  Borrower for the block of business purchased from Teacher's
                  Insurance and Annuity Association, divided by (b) the sum of
                  Total Income plus Realized Capital Gains/Losses, times (c)
                  100.

                  "Prior Year Capital and Surplus": Shall have the meaning set
                  forth on page 3, line 38, column 2 of the NAIC statement filed
                  by SIC for the year prior to the year reflected in the most
                  recent NAIC statement filed by SIC.

                  "Realized Capital Gains/Losses": Shall have the meaning set
                  forth on page 4, line 34, column 1 of the most recent NAIC
                  statement filed by SIC.

                  "Total Adjusted Capital": Shall have the meaning set forth on
                  page 27, line 30, column 1 of the most recent NAIC statement
                  filed by SIC.

                  "Total Income": Shall have the meaning set forth on page 4,
                  line 9, column 1 of the most recent NAIC statement filed by
                  SIC.

                           1.2      The first paragraph of the definition of
Interest Period is hereby deleted and replaced with the following:

                  For any Fixed LIBOR Advance, the period commencing on the
                  borrowing date of such Fixed LIBOR Advance or the last day of
                  the preceding Interest Period for such Fixed LIBOR Advance, as
                  the case may be, and ending on the numerically corresponding
                  day one, two,



                  three or six months thereafter, as selected by the Borrower
                  pursuant to Section 2.3 or Section 2.4; provided that:

                           1.3      The following defined terms are hereby added
to Section 1.1 of the Credit Agreement:

                  "Bulge Effective Date" means the date on which (a) all
                  conditions to the effectiveness of the Fifth Amendment to
                  Credit Agreement have been satisfied; (b) Bank has received
                  such corporate and limited liability company resolutions or
                  other documents as it requires to evidence the authority of
                  (i) Borrower to borrow the Loan and Letters of Credit in an
                  amount of up to $150,000,000, (ii) SMI to guaranty the Loan
                  and Letters of Credit in an amount of up to $150,000,000, and
                  (iii) SIC to guaranty all amounts in excess of $20,000,000
                  with respect to the Loan and Letters of Credit of up to
                  $150,000,000; (c) Bank has received a fee for the temporary
                  increase in the Commitment in the amount of Seventy-Five
                  Thousand Dollars ($75,000); and (d) Borrower has requested an
                  increase in the Commitment from $100,000,000 to $150,000,000.

                  "Bulge Period": The period of time commencing on the Bulge
                  Effective Date and ending on the later of: (a) October 15,
                  2002; and (b) the date the sum of the outstanding principal
                  balance of the Note, plus the Letter of Credit Obligations, is
                  permanently reduced to One Hundred Million Dollars
                  ($100,000,000.00) or less.

                  2.       Interest Rate Options. The first sentence of
paragraph (a) of Section 3.1 of the Credit Agreement is hereby deleted and
replaced with the following:

                  (a) Interest Rate Options. Interest on each Advance hereunder
                  shall accrue at one of the following per annum rates selected
                  by Borrower: (i) upon notice to Bank, the Applicable Margin
                  plus the one-month LIBOR rate quoted by the Bank from Telerate
                  Page 3750 or any successor thereto, which shall be that
                  one-month LIBOR rate in effect and reset each New York banking
                  day ("Daily Reset LIBOR Rate"; and each such Advance, a
                  "Floating LIBOR Advance"); or (ii) upon a minimum of two New
                  York banking days prior notice, the Applicable Margin plus the
                  one, two, three or six month LIBOR rate quoted by the Bank
                  from Telerate Page 3750 or any successor thereto (which shall
                  be the LIBOR rate in effect two New York banking days prior to
                  commencement of the LIBOR loan advance) ("LIBOR Rate"; and
                  each such Advance, a "Fixed LIBOR Advance").



                  3.       Affirmative Covenants. The following is hereby added
to the Credit Agreement as Section 8.11 thereof:

                  Section 8.11      Performance by SIC.

                  Cause SIC to comply with the following financial covenants:

                           (a)      Risk-Based Capital Percentage. Maintain a
                  Risk-Based Capital Percentage that is greater than or equal to
                  450%, tested annually;

                           (b)      Net Income to Total  Income  Percentage.
                  Maintain a Net Income to Total Income Percentage that is
                  greater than or equal to 3.0%, tested quarterly; and

                           (c)      Gross  Change in Capital Surplus Percentage.
                  Maintain a Gross Change in Capital Surplus Percentage that is
                  greater than or equal to 0%, tested annually.

                  4.       Negative Covenants.

                           4.1      Section 9.7 of the Credit Agreement is
deleted and replaced with the following:

                  Section 9.7       Funded Debt.

                  Incur, create, issue, assume or suffer to exist Funded Debt in
                  excess of $400,000,000.00 outstanding at any one time.

                           4.2      Sections 9.11, 9.12 and 9.13 of the Credit
                  Agreement are deleted and replaced with the following:

                  Section 9.11      Borrower's Equity.

                  Permit the stockholder's equity of the Borrower and its
                  Subsidiaries on a consolidated basis determined in accordance
                  with GAAP as of the last day of any fiscal quarter to be less
                  than $900,000,000.00, but excluding the effect of other
                  comprehensive income included in or excluded from
                  stockholder's equity on account of Statement No. 130 of the
                  Financial Accounting Standards Board and similar accounting
                  rules.



                  Section 9.12      SMI's Tangible Net Worth.

                  Permit the Tangible Net Worth of SMI as of the last day of any
                  fiscal quarter to be less than $10,000,000.00.

                  Section 9.13      Investment Policies.

                  Make any material change in its asset mix as provided for in
                  its current investment policy.

                  5.       Events of Default.

                           5.1      Section 10.1(c) of the Credit Agreement is
deleted and replaced with the following:

                           (c) The Borrower shall fail to comply with Section
                  8.2 or 8.11 hereof, or any section of Article IX hereof.

                           5.2      The following is hereby added to the Credit
Agreement as Section 10.1(l) thereof:

                           (l)      Any default or event of default occurs under
                  or Borrower or any Guarantor fails to pay, perform or comply
                  with any term, covenant or obligation in (i) any loan
                  agreement, promissory note or any other agreement, document or
                  instrument between such Person and Bank; or (ii) any loan
                  agreement, promissory note or any other document or instrument
                  binding on such Person which relates to any indebtedness of
                  Borrower or any Guarantor to any Person other than Bank.

                  6.       Exhibit A.  Exhibit A to the Credit Agreement is
replaced with the Exhibit A attached hereto.

                  7.       Defined Terms.  All capitalized  terms used in this
Amendment and not defined herein shall have the meanings ascribed to those
terms in the Credit Agreement.

                  8.       Conditions Precedent. The effectiveness of this
Amendment and Lender's agreement to make any further Loan advances is subject to
satisfaction of the following conditions precedent prior to or concurrently with
the execution of this Amendment.

                           8.1      Bank shall have received executed originals
of this Agreement, a Negative Pledge Agreement executed by Borrower, a new Note
and, if required, an opinion letter from Borrower's counsel.




                  8.2      All terms and conditions of the Registration
Statement to be filed by Borrower with the Securities and Exchange Commission on
July 3, 2002, the Indenture ("Indenture") and Supplemental Indenture relating to
such Registration Statement, each between Borrower and Bank, as Trustee, the
Security or Securities (as defined in the Indenture), and each other document,
instrument and agreement executed by Borrower or any other Person in connection
with or which relates to any of the foregoing, shall be acceptable to Bank.

                  8.3      Bank shall have received all organizational
documents, resolutions, authorizations and information it may request relating
to the authority for and validity of this Amendment and the other documents and
instruments executed in connection herewith, the due organization, valid
existence, qualification to do business and good standing of the Borrower and
Guarantor and any other related matters, each in form and substance satisfactory
to Bank.

                  8.4      No Event of Default shall have occurred and be
continuing.

                  8.5      All representations and warranties contained in the
Credit Agreement as amended shall be true and correct as of the date of
execution of this Amendment.

                  8.6      Bank shall have received such other documents and
information and Borrower shall have satisfied such additional requirements as
Bank reasonably requires.

         9.       Reaffirmation. Borrower reaffirms the representations and
warranties in the Credit Agreement and in the Loan Documents and acknowledges
that, except as amended previously or herein, each such Loan Document remains in
full force and effect and is and shall remain valid and enforceable in
accordance with its terms. Following the execution of this Amendment, references
in the Credit Agreement to the "Agreement" mean the Credit Agreement, as amended
previously and by this Amendment.

         10.      Disclosure. Under Oregon law, most agreements, promises and
commitments made by lenders after October 3, 1989, concerning loans and other
credit extensions which are not for personal, family or household purposes or
secured solely by the borrower's residence must be in writing, express
consideration and be signed by the lender to be enforceable.

         Borrower and Guarantors acknowledge receipt of a copy of this
Agreement.

STANCORP FINANCIAL GROUP, INC.         U.S. BANK NATIONAL ASSOCIATION


By: /s/                                By: /s/
   -------------------------------        --------------------------------------

Title:                                 Title:
      ----------------------------           -----------------------------------



                      CONSENT AND REAFFIRMATION OF GUARANTY
                      -------------------------------------

                  Each of the undersigned hereby acknowledges and agrees to all
terms and conditions of the foregoing Fifth Amendment to Credit Agreement, and
acknowledges and consents to the execution, delivery and performance by StanCorp
Financial Group, Inc. of this Fifth Amendment to Credit Agreement ("Fifth
Amendment"). In addition, each of the undersigned Guarantors reaffirms its
obligation to U.S. Bank National Association ("Bank"), agrees that all terms and
conditions of the most recent Guaranty executed by such Guarantor shall remain
in full force and effect and agrees that the indebtedness and obligations
guaranteed by such Guaranty include without limitation the indebtedness of
Borrower to Bank pursuant to the Credit Agreement as amended by the Fifth
Amendment and the Note executed by Borrower in connection with the Fifth
Amendment.

STANDARD INSURANCE COMPANY               STANCORP MORTGAGE INVESTORS, LLC



By: /s/                                  By: /s/
   ---------------------------------        -----------------------------------
Title:                                   Title:
      ------------------------------           --------------------------------
Date:                                    Date:
     -------------------------------          ---------------------------------



                                    EXHIBIT A
                                    ---------

                                 PROMISSORY NOTE
                                 ---------------

$150,000,000.00                                            ______________, 2002

                  FOR VALUE RECEIVED, the undersigned StanCorp Financial Group,
Inc., an Oregon corporation (the "Borrower"), promises to pay to the order of
U.S. Bank National Association (the "Bank"), on the due date or dates determined
under the Credit Agreement hereinafter referred to, the principal sum of One
Hundred Fifty Million Dollars ($150,000,000.00), or if less, the then unpaid
principal amount of the Loan (as such terms are defined in the Credit Agreement)
as may be borrowed by the Borrower from the Bank under the Credit Agreement. All
Loans and all payments of principal shall be recorded by the holder in its
records which records shall be conclusive evidence of the subject matter
thereof, absent manifest error. Notwithstanding any contrary provision hereof,
the sum of the Letter of Credit Obligations (as such term is defined in the
Credit Agreement) plus the unpaid principal balance of this Note shall not
exceed (a) $150,000,000.00 from the Bulge Effective Date (as defined in the
Credit Agreement) through October 15, 2002, or (b) $100,000,000.00 at any other
time.

                  The Borrower further promises to pay to the order of the Bank
interest on the aggregate unpaid principal amount hereof from time to time
outstanding from the date hereof until paid in full at the rates per annum which
shall be determined in accordance with the provisions of the Credit Agreement.
Accrued interest shall be payable on the dates specified in the Credit
Agreement.

                  All payments of principal and interest under this Note shall
be made in lawful money of the United States of America in immediately available
funds at the Bank's office at Commercial Loan Services, PD-OR-PL7LD, 555 S.W.
Oak Street, Portland, OR 97204, or at such other place as may be designated by
the Bank to the Borrower in writing.

                  This Note is the Note referred to in, and evidences
indebtedness incurred under, a Credit Agreement dated as of June 30, 2000
(herein, as it has been and may be amended, modified or supplemented from time
to time, called the "Credit Agreement") among the Borrower and the Bank to which
Credit Agreement reference is made for a statement of the terms and provisions
thereof, including those under which the Borrower is permitted and required to
make prepayments and repayments of principal of such indebtedness and under
which such indebtedness may be declared to be immediately due and payable.

                  All parties hereto, whether as makers, endorsers or otherwise,
severally waive presentment, demand, protest and notice of dishonor in
connection with this Note.



                  This Note renews the promissory note executed by Borrower
dated July 31, 2001, in the principal amount of $100,000,000.00, but shall not
be deemed to be in satisfaction of, or to construe a novation of, such note.

                  This Note is made under and governed by the internal laws of
the State of Oregon.

STANCORP FINANCIAL GROUP, INC.


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

EX-12

                                                                      EXHIBIT 12

StanCorp Financial Group, Inc.
Computation of Ratio of Earnings to Fixed Charges
For the Periods Ending,
(Dollars in millions)


                                                                                                           Three Months
                                                           Years Ended December 31,                       Ended March 31,
                                          ----------------------------------------------------------  ----------------------
                                             1997        1998        1999        2000        2001        2001        2002
                                          ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                                                                             
Earnings calculation:

Income from continuing operations
  before income taxes ..................  $     85.2  $     99.4  $    125.1  $    144.8  $    164.5  $     39.7  $     45.2
Plus Total fixed charges (see below)....         1.6         1.8         2.2         4.4         4.3         1.0         1.0
Less capitalized interest ..............         --          --          --          --          --          --          --
                                          ----------  ----------  ----------  ----------  ----------  ----------  ----------
  Earnings .............................  $     86.8  $    101.2  $    127.3  $    149.2  $    168.8  $     40.7  $     46.2
                                          ==========  ==========  ==========  ==========  ==========  ==========  ==========

Fixed charges calculation:

Interest, including capitalized
  interest, on all indebtedness ........  $      --   $      --   $      --   $      1.9  $      1.2  $      0.3  $      0.2
Amortization of debt issuance cost .....         --          --          --          --          --          --          --
That portion of rental expense which
  we believe to be representative of
  an interest factor (1) ...............         1.6         1.8         2.2         2.5         3.1         0.7         0.8
                                          ----------  ----------  ----------  ----------  ----------  ----------  ----------
  Total Fixed charges ..................  $      1.6  $      1.8  $      2.2  $      4.4  $      4.3  $      1.0  $      1.0
                                          ==========  ==========  ==========  ==========  ==========  ==========  ==========

Ratio of earnings to fixed charges .....       54.3x       56.2x       57.9x       33.9x       39.3x       40.7x       46.2x


(1) Interest portion of operating leases is assumed to be 28 percent.

EX-23.(A)

                                                                   Exhibit 23(a)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
StanCorp Financial Group, Inc. on Form S-3 of our report dated January 31, 2002,
appearing in the Annual Report on Form 10-K of StanCorp Financial Group, Inc.
for the year ended December 31, 2001 and to the reference to us under the
heading "Experts" in such Prospectus, which is part of this Registration
Statement.



/s/ DELOITTE & TOUCHE LLP

Portland, Oregon
July 2, 2002

EX-24

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

                      (Registration Statement on Form S-3)


     The undersigned, an officer and/or director of StanCorp Financial Group,
Inc., (the "Company"), constitutes and appoints Ronald E. Timpe, Eric E.
Parsons, Michael T. Winslow, and Cindy J. McPike, and each of them, his or her
true and lawful attorneys and agents to do any and all acts and things and
execute in his or her name, one or more Form S-3 Registration Statements under
the Securities Act of 1933 (the "Act"), prepared in connection with the
registration and issuance of up to an aggregate principal amount of $1 billion
of common stock, preferred stock, debt securities and warrants of the Company,
and any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; granting unto the
attorney and agent, and each of them, full power and authority to do any and all
acts and things necessary or advisable to be done, as fully and to all intents
and purposes as the undersigned might or could do in person, and the undersigned
hereby ratifies and confirms all that the attorneys and agents, and each of
them, shall do or cause to be done under this power of attorney. Any one of the
attorneys or agents shall have, and may exercise, all powers conferred.

Dated: June 26, 2002



/s/ Virginia L. Anderson
- -------------------------------
VIRGINIA L. ANDERSON

/s/ Frederick W. Buckman
- -------------------------------
FREDERICK W. BUCKMAN

/s/ John E. Chapoton
- -------------------------------
JOHN E. CHAPOTON

/s/ Barry J. Galt
- -------------------------------
BARRY J. GALT

/s/ Richard Geary
- -------------------------------
RICHARD GEARY

/s/ Wanda G. Henton
- -------------------------------
WANDA G. HENTON

/s/ Peter O. Kohler, MD
- -------------------------------
PETER O. KOHLER, MD

/s/ Ralph R. Peterson
- -------------------------------
RALPH R. PETERSON

/s/ E. Kay Stepp
- -------------------------------
E. KAY STEPP

/s/ Ronald E. Timpe
- -------------------------------
RONALD E. TIMPE

EX-25.(A)

                                                                   Exhibit 25(a)

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                         Statement of Eligibility Under
                the Trust Indenture Act of 1939 of a Corporation
                          Designated to Act as Trustee

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

                         U.S. BANK NATIONAL ASSOCIATION
                         ------------------------------
               (Exact name of trustee as specified in its charter)

                                   31-0841368
                                   ----------
                      (I.R.S. Employer Identification No.)

                  U.S. Bank Trust Center
                   180 East Fifth Street            55101
                                                    -----
                    St. Paul, Minnesota           (Zip code)
                    -------------------
         (Address of principal executive offices)

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

                         Stancorp Financial Group, Inc.
               (Exact name of obligor as specified in its charter)

                 Oregon                               93-1253576
                 ------                               ----------
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

                   1100 SW Sixth Avenue
                     Portland, Oregon                    97204
                     ----------------                    -----
         (Address of principal executive offices)     (Zip code)


                             Senior Debt Securities
                             -----------------------
                       (Title of the indenture securities)



1.   General Information. Furnish the following information as to the trustee--

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

          Comptroller of the Currency, Washington D.C. 20521

     (b)  Whether it is authorized to exercise corporate trust powers.

          Yes.

2.   Affiliations with Obligor and Underwriters. If the obligor or any
     underwriter for the obligor is an affiliate of the trustee, describe each
     such affiliation.

     No such affiliation exists with the Trustee, U.S. Bank Trust National
     Association.

     Items 3-15 are not applicable because to the best of the Trustee's
     knowledge the obligor is not in default under any Indenture for which the
     Trustee acts as Trustee.

16.  List of Exhibits. List below all exhibits filed as a part of this statement
     of eligibility and qualification.

     1.   Articles of Association of U.S. Bank National Association.

     2.   Certificate of Authority of U.S. Bank National Association to Commence
          Business and

     3.   Authorization of the trustee to exercise corporate trust powers.

     4.   Bylaws of U.S. Bank National Association.

     5.   Not Applicable.

     6.   Consents of U.S. Bank National Association required by Section 321(b)
          of the Act.

     7.   Latest Report of Condition of U.S. Bank National Association.

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



                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
U.S. Bank National Association, a national banking association organized under
the laws of the United States, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Seattle, and State of Washington, on 28th day of June, 2002.

                                                  U.S. BANK NATIONAL ASSOCIATION


                                                  By   SIG: David A. Pringle
                                                    ----------------------------
                                                       David A. Pringle



                                    EXHIBIT 1

                         U.S. Bank National Association
               (FORMERLY NAMED FIRSTAR BANK, NATIONAL ASSOCIATION)

                                 CHARTER NO. 24

                              AMENDED AND RESTATED
                             ARTICLES OF ASSOCIATION

     These Amended and Restated Articles of Association supersede the Articles
of Association of Firstar Bank, National Association, being renamed U.S. Bank
National Association (the "Association"), heretofore in effect.

     FIRST: The title of the Association shall be "U.S. Bank National
Association."

     SECOND: The main office of the Association shall be in the City of
Cincinnati, County of Hamilton, State of Ohio. The general business of the
Association shall be conducted at its main office and its branches.

     THIRD: The Board of Directors of the Association shall consist of not less
than five (5) nor more than twenty-five (25) shareholders, the exact number of
Directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any annual or special meeting thereof. Unless
otherwise provided by the laws of the United States, any vacancy in the Board of
Directors for any reason, including an increase in the number thereof, may be
filled by action of the Board of Directors.

     FOURTH: The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified thereof by the
Bylaws, but if no election is held on that day, it may be held on any subsequent
day according to the provisions of law; and all elections shall be held
according to the provisions of law; and all elections shall be held according to
such lawful regulations as may be prescribed by the Board of Directors.

     FIFTH: The aggregate number of shares of common stock that the Association
has authority to issue is 3,640,000, all of which are of one class only, each
such share having a par value of $5.00 (the "Common Stock"). The Association
shall also have authority to issue 2,411,935 shares of preferred stock, without
par value (the "Preferred Stock").

     No holder of shares of the capital stock of any class of the Association
shall have any pre-emptive or preferential right of subscription to any shares
of any class of stock of the



Association, whether now or hereafter authorized, or to any obligations
convertible into stock of the Association issued or sold, nor any right of
subscription to any thereof other than such, if any, as the Board of Directors,
in its discretion, may from time to time determine and at such price as the
Board of Directors may from time to time fix.

     The Association, at any time and from time to time, may authorize and issue
debt obligations, whether or not subordinated, without the approval of the
shareholders.

     Section 5.01. Series A Preferred Stock. Pursuant to the provisions of this
Article Fifth, a series of Series A Non-Cumulative Preferred Stock, consisting
of one hundred sixty-seven thousand (167,000) shares, is hereby established and
authorized to be issued, and in addition to such matters specified elsewhere in
this Article Fifth, such Series A Non-Cumulative Preferred Stock shall have the
following powers, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions:

     (a) Designation and Amount. The shares of Preferred Stock shall be
designated as the Series A Non-Cumulative Preferred Stock (the "Series A
Preferred Stock"), and the number of shares constituting the Series A Preferred
Stock shall be one hundred sixty-seven thousand (167,000). The liquidation
preference of the Series A Preferred Stock shall be $1,000 per share (the
"Series A Liquidation Value").

     (b) Rank. The Series A Preferred Stock shall, with respect to dividend
rights and upon liquidation, dissolution and winding up of the Association, rank
(i) senior to all classes and series of Common Stock of the Association and to
all classes and series of capital stock of the Association now or hereafter
authorized, issued or outstanding, which by their terms expressly provide that
they are junior to the Series A Preferred Stock as to dividend distributions and
distributions upon the liquidation, dissolution or winding up of the
Association, or which do not specify their rank (collectively with the Common
Stock, the "Series A Junior Securities"); (ii) on a parity with the Series B
Preferred Stock and the Series C Preferred Stock and each other class of capital
stock or series of preferred stock issued by the Association after the date
hereof, the terms of which specifically provide that such class or series will
rank on a parity with the Series A Preferred Stock as to dividend distributions
and distributions upon the liquidation, dissolution or winding up of the
Association (collectively with the Series B Preferred Stock and the Series C
Preferred Stock, the "Series A Parity Securities"); and (iii) junior to each
other class of capital stock or series of preferred stock issued by the
Association after the date hereof, the terms of which specifically provide that
such class or series will rank senior to the Series A Preferred Stock as to
dividend distributions and distributions upon the liquidation, dissolution or
winding up of the Association (collectively, the "Series A Senior Securities").

     (c) Dividends. Dividends are payable on the Series A Preferred Stock as
follows:

          (i) The holders of shares of the Series A Preferred Stock in
     preference to the Series A Junior Securities shall be entitled to receive,
     out of funds legally available for that purpose, and when, as, and if
     declared by the Board of Directors of the Association,



         dividends payable in cash at the annual rate of eight percent (8%) of
         the Series A Liquidation Value (the "Series A Dividend Rate").

                  (ii)  Dividends on the Series A Preferred Stock shall be
         non-cumulative. Dividends not paid on any Series A Dividend Payment
         Date shall not accumulate thereafter. Dividends shall accumulate from
         the first day of any Series A Dividend Period to but excluding the
         immediately succeeding Series A Dividend Payment Date. Dividends, if
         and when declared, shall be payable in arrears in cash on each Series A
         Dividend Payment Date of each year with respect to the Series A
         Dividend Period ending on the day immediately prior to such Series A
         Dividend Payment Date at the Series A Dividend Rate to holders of
         record at the close of business on the applicable Record Date,
         commencing on December 31, 2000 with respect to any shares of Series A
         Preferred Stock issued prior to that Series A Dividend Payment Date;
         provided that dividends payable on the Series A Preferred Stock on the
         Series A Dividend Payment Date immediately following the first Series A
         Dividend Period following the Issue Date (and any dividend payable for
         a period less than a full semiannual period) shall be prorated for the
         period and computed on the basis of a 360-day year of twelve 30-day
         months and the actual number of days in such Series A Dividend Period;
         and provided, further, that dividends payable on the Series A Preferred
         Stock on the Series A Dividend Payment Date immediately following the
         first Series A Dividend Period following the Issue Date shall include
         any accumulated and unpaid dividends on the Realty Company Series B
         Exchangeable Stock exchanged for the Series A Preferred Stock as of the
         Exchange Date for the then current dividend period. Dividends on such
         Series A Preferred Stock shall be paid only in cash.

                  (iii) No dividends on shares of Series A Preferred Stock shall
         be declared by the Board of Directors or paid or set apart for payment
         by the Board of Directors or paid or set apart for payment by the
         Association if such declaration or payment shall be restricted or
         prohibited by law.

                  (iv)  Holders of shares of Series A Preferred Stock shall not
         be entitled to any dividends in excess of full dividends declared, as
         herein provided, on the shares of Series A Preferred Stock. No
         interest, or sum of money in lieu of interest, shall be payable in
         respect of any dividend payment on the shares of Series A Preferred
         Stock that may be in arrears.

                  (v)   (A) So long as any shares of Series A Preferred Stock
         are outstanding, no dividends (other than dividends or distributions
         paid in shares of, or options, warrants or rights to subscribe for or
         purchase shares of, Series A Junior Securities and other than as
         provided in clause (B) below) shall be declared, paid or set aside for
         payment or other distribution upon any Series A Junior Securities or
         any other Series A Parity Securities, nor shall any shares of any
         Series A Junior Securities or any other Series A Parity Securities be
         redeemed, purchased or otherwise acquired for any consideration (or
         any moneys be paid to or set aside or made available for a sinking
         fund for the redemption of any shares of any such stock) by the
         Association (except by conversion into or exchange



         for shares of, or options, warrants or rights to subscribe for or
         purchase, Series A Junior Securities) unless, in each case, the full
         dividends on all outstanding shares of the Series A Preferred Stock
         shall have been declared and paid, when due, for the Series A Dividend
         Period, if any, terminating on or immediately prior to the date of
         payment in respect of such dividend, distribution, redemption, purchase
         or acquisition.

                       (B) When dividends for any Series A Dividend Period are
         not paid in full, as provided in clause (A) above, on the shares of the
         Series A Preferred Stock or any other Series A Parity Securities,
         dividends may be declared and paid on any such shares for any dividend
         period therefor, but only if such dividends are declared and paid pro
         rata so that the amount of dividends declared and paid per share on the
         shares of the Series A Preferred Stock and any other Series A Parity
         Securities, in all cases shall bear to each other the same ratio that
         the amount of unpaid dividends per share on the shares of the Series A
         Preferred Stock for such Series A Dividend Period and such other Series
         A Parity Securities for the corresponding dividend period bear to each
         other.

         (d)      Liquidation Preference.

                  (i)  In the event of any voluntary or involuntary liquidation,
         dissolution or winding up of the affairs of the Association, the
         holders of shares of Series A Preferred Stock then outstanding shall be
         entitled to be paid out of the assets of the Association available for
         distribution to its shareholders an amount in cash equal to the Series
         A Liquidation Value for each share outstanding, plus an amount in cash
         equal to all unpaid dividends thereon for the then current Series A
         Dividend Period, whether or not earned or declared, before any payment
         shall be made or any assets distributed to the holders of Series A
         Junior Securities. If the assets of the Association are not sufficient
         to pay in full the liquidation payments payable to the holders of
         outstanding shares of the Series A Preferred Stock and any Series A
         Parity Securities, then the holders of all such shares shall share
         ratably in such distribution of assets in accordance with the amount
         which would be payable on such distribution if the amounts to which the
         holders of outstanding shares of Series A Preferred Stock and the
         holders of outstanding shares of such Series A Parity Securities are
         entitled were paid in full.

                  (ii) For the purpose of this Section 5.01(d), neither the
         voluntary sale, conveyance, exchange or transfer (for cash, shares of
         stock, securities or other consideration) of all or substantially all
         of the property or assets of the Association, nor the consolidation or
         merger of the Association, shall be deemed to be a voluntary or
         involuntary liquidation, dissolution or winding up of the Association,
         unless such voluntary sale, conveyance, exchange or transfer shall be
         in connection with a plan of liquidation, dissolution or winding up of
         the Association.

         (e) Redemption. The Series A Preferred Stock is not redeemable prior to
December 31, 2021. On or after such date, the Series A Preferred Stock shall be
redeemable, in whole or in part, at the option of the Association, but with the
consent of the Comptroller of the Currency and any other appropriate regulatory
authorities, if required, for cash out of any source of funds



legally available, at a redemption price equal to 100% of the Series A
Liquidation Value per share plus unpaid dividends thereon accumulated since the
immediately preceding Series A Dividend Payment Date (the "Series A Redemption
Price"). Any date of such redemption is referred to as the "Series A Redemption
Date." If fewer than all the outstanding shares of Series A Preferred Stock are
to be redeemed, the Association will select those to be redeemed by lot or pro
rata or by any other method as may be determined by the Board of Directors to be
equitable.

         The Series A Preferred Stock is not subject to any sinking fund.

         (f)      Procedure for Redemption.

                  (i)  Upon redemption of the Series A Preferred Stock
         pursuant to Section 5.01(e) hereof, notice of such redemption (a
         "Series A Notice of Redemption") shall be mailed by first-class mail,
         postage prepaid, not less than thirty (30) days nor more than sixty
         (60) days prior to the Series A Redemption Date to the holders of
         record of the shares to be redeemed at their respective addresses as
         they shall appear in the records of the Association; provided, however,
         that failure to give such notice or any defect therein or in the
         mailing thereof shall not affect the validity of the proceeding for the
         redemption of any shares so to be redeemed except as to the holder to
         whom the Association has failed to give such notice or except as to the
         holder to whom notice was defective. Each such notice shall state: (A)
         the Series A Redemption Date; (B) the Series A Redemption Price; (C)
         the place or places where certificates for such shares are to be
         surrendered for payment of the Series A Redemption Price; and (D) the
         CUSIP number of the shares being redeemed.

                  (ii) If a Series A Notice of Redemption shall have been given
         as aforesaid and the Association shall have deposited on or before the
         Series A Redemption Date a sum sufficient to redeem the shares of
         Series A Preferred Stock as to which a Series A Notice of Redemption
         has been given in trust with the Transfer Agent with irrevocable
         instructions and authority to pay the Series A Redemption Price to the
         holders thereof, or if no such deposit is made, then upon the Series A
         Redemption Date (unless the Association shall default in making payment
         of the Series A Redemption Price), all rights of the holders thereof as
         shareholders of the Association by reason of the ownership of such
         shares (except their right to receive the Series A Redemption Price
         thereof without interest) shall cease and terminate, and such shares
         shall no longer be deemed outstanding for any purpose. The Association
         shall be entitled to receive, from time to time, from the Transfer
         Agent the interest, if any, earned on such moneys deposited with it,
         and the holders of any shares so redeemed shall have no claim to any
         such interest. In case the holder of any shares of Series A Preferred
         Stock so called for redemption shall not claim the Series A Redemption
         Price for its shares within twelve (12) months after the related Series
         A Redemption Date, the Transfer Agent shall, upon demand, pay over to
         the Association such amount remaining on deposit, and the Transfer
         Agent shall thereupon be relieved of all responsibility to the holder
         of such shares, and such holder shall look only to the Association for
         payment thereof.



             (iii) Not later than 1:30 p.m., Eastern Standard Time, on the
         Business Day immediately preceding the Series A Redemption Date, the
         Association shall irrevocably deposit with the Transfer Agent
         sufficient funds for the payment of the Series A Redemption Price for
         the shares to be redeemed on the Series A Redemption Date and shall
         give the Transfer Agent irrevocable instructions to apply such funds,
         and, if applicable and so specified in the instructions, the income and
         proceeds therefrom, to the payment of such Series A Redemption Price.
         The Association may direct the Transfer Agent to invest any such
         available funds, provided that the proceeds of any such investment will
         be available to the Transfer Agent in Milwaukee, Wisconsin at the
         opening of business on such Series A Redemption Date.

             (iv)  Except as otherwise expressly set forth in this Section
         5.01(f), nothing contained in these Amended and Restated Articles of
         Association shall limit any legal right of the Association to purchase
         or otherwise acquire any shares of Series A Preferred Stock at any
         price, whether higher or lower than the Series A Redemption Price, in
         private negotiated transactions, the over-the-counter market or
         otherwise.

             (v)   If the Association shall not have funds legally available for
         the redemption of all of the shares of Series A Preferred Stock on any
         Series A Redemption Date, the Association shall redeem on the Series A
         Redemption Date only the number of shares of Series A Preferred Stock
         as it shall have legally available funds to redeem, as determined in an
         equitable manner, and the remainder of the shares of Series A Preferred
         Stock shall be redeemed, at the option of the Association, on the
         earliest practicable date next following the day on which the
         Association shall first have funds legally available for the redemption
         of such shares.

         (g) Reacquired Shares. Shares of the Series A Preferred Stock that have
been redeemed, purchased or otherwise acquired by the Association are not
subject to reissuance or resale as shares of Series A Preferred Stock and shall
be held in treasury. Such shares shall revert to the status of authorized but
unissued shares of preferred stock, undesignated as to series, until the Board
of Directors of the Association shall designate them again for issuance as part
of a series.

         (h) Voting Rights. Except as otherwise required by applicable law, the
holders of Series A Preferred Stock shall not have any voting rights.

         Section 5.02. Series B Preferred Stock. Pursuant to the provisions of
this Article Fifth, a series of Series B Non-Cumulative Preferred Stock,
consisting of one million four hundred ninety-four thousand nine hundred
thirty-five (1,494,935) shares, is hereby established and authorized to be
issued, and in addition to such matters specified elsewhere in this Article
Fifth, such Series B Non-Cumulative Preferred Stock shall have the following
powers, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions:



         (a) Designation and Amount. The shares of Preferred Stock shall be
designated as the Series B Non-Cumulative Preferred Stock (the "Series B
Preferred Stock"), and the number of shares constituting the Series B Preferred
Stock shall be one million four hundred ninety-four thousand nine hundred
thirty-five (1,494,935). The liquidation preference of the Series B Preferred
Stock shall be $1,000 per share (the "Series B Liquidation Value").

         (b) Rank. The Series B Preferred Stock shall, with respect to dividend
rights and upon liquidation, dissolution and winding up of the Association, rank
(i) senior to all classes and series of Common Stock of the Association and to
all classes and series of capital stock of the Association now or hereafter
authorized, issued or outstanding, which by their terms expressly provide that
they are junior to the Series B Preferred Stock as to dividend distributions and
distributions upon the liquidation, dissolution or winding up of the
Association, or which do not specify their rank (collectively with the Common
Stock, the "Series B Junior Securities"); (ii) on a parity with the Series A
Preferred Stock and the Series C Preferred Stock and each other class of capital
stock or series of preferred stock issued by the Association after the date
hereof, the terms of which specifically provide that such class or series will
rank on a parity with the Series B Preferred Stock as to dividend distributions
and distributions upon the liquidation, dissolution or winding up of the
Association (collectively with the Series A Preferred Stock and the Series C
Preferred Stock, the "Series B Parity Securities"); and (iii) junior to each
other class of capital stock or series of preferred stock issued by the
Association after the date hereof, the terms of which specifically provide that
such class or series will rank senior to the Series B Preferred Stock as to
dividend distributions and distributions upon the liquidation, dissolution or
winding up of the Association (collectively, the "Series B Senior Securities").

         (c) Dividends. Dividends are payable on the Series B Preferred Stock as
follows:


                   (i)  The holders of the Series B Preferred Stock in
             preference to the Series B Junior Securities shall be entitled to
             receive, out of funds legally available for that purpose, and when,
             as, and if declared by the Board of Directors of the Association,
             dividends payable in cash at the applicable annual rate set forth
             in this Section 5.02(c)(i) below of the Series B Liquidation Value
             (the "Series B Dividend Rate"):

                        (1) With respect to dividends payable on each Series B
                   Dividend Payment Date occurring from the Issue Date through
                   December 31, 2005, the Series B Dividend Rate shall be eight
                   and seven-eighths percent (8.875%); and

                        (2) Thereafter, dividends shall accrue at a variable
                   rate per annum equal to the 5-year CMT Rate plus two percent
                   (2%). On December 31, 2005, and on December 31 every five (5)
                   years thereafter, the previous dividend rate shall be
                   replaced by the then-current 5-year CMT Rate plus two percent
                   (2%). The 5-year CMT Rate for each 5-year period shall be
                   determined by the Calculation Agent on the second



               Business Day immediately preceding the first day of such period
               (each a "CMT Determination Date").

          (ii) Dividends on the Series B Preferred Stock shall be
     non-cumulative. Dividends not paid on any Series B Dividend Payment Date
     shall not accumulate thereafter. Dividends shall accumulate from the first
     day of any Series A Dividend Period to but excluding the immediately
     succeeding Series A Dividend Payment Date. Dividends, if and when declared,
     shall be payable in arrears in cash on each Series B Dividend Payment Date
     of each year with respect to the Series B Dividend Period ending on the day
     immediately prior to such Series B Dividend Payment Date at the Series B
     Dividend Rate per share to holders of record at the close of business on
     the applicable Record Date, commencing on the Exchange Date with respect to
     any shares of Series B Preferred Stock issued prior to that Series B
     Dividend Payment Date; provided that dividends payable on the Series B
     Preferred Stock on the Series B Dividend Payment Date immediately following
     the first Series B Dividend Period following the Issue Date (and any
     dividend payable for a period less than a full quarterly period) shall be
     prorated for the period and computed on the basis of a 360-day year of
     twelve 30-day months and the actual number of days in such Series B
     Dividend Period; and provided, further, that dividends payable on the
     Series B Preferred Stock on the Series B Dividend Payment Date immediately
     following the first Series B Dividend Period following the Issue Date shall
     include any accumulated and unpaid dividends on the Realty Company Series C
     Exchangeable Stock exchanged for the Series B Preferred Stock as of the
     Exchange Date for the then current dividend period. Dividends on such
     Series B Preferred Stock shall be paid only in cash.

          (iii) No dividends on shares of Series B Preferred Stock shall be
     declared by the Board of Directors or paid or set apart for payment by the
     Board of Directors or paid or set apart for payment by the Association if
     such declaration or payment shall be restricted or prohibited by law.

          (iv) Holders of shares of Series B Preferred Stock shall not be
     entitled to any dividends in excess of full dividends declared, as herein
     provided, on the shares of Series B Preferred Stock. No interest, or sum of
     money in lieu of interest, shall be payable in respect of any dividend
     payment on the shares of Series B Preferred Stock that may be in arrears.

          (v) (A) So long as any shares of Series B Preferred Stock are
     outstanding, no dividends (other than dividends or distributions paid in
     shares of, or options, warrants or rights to subscribe for or purchase
     shares of, Series B Junior Securities and other than as provided in clause
     (B) below) shall be declared, paid or set aside for payment or other
     distribution upon any Series B Junior Securities or any other Series B
     Parity Securities, nor shall any shares of any Series B Junior Securities
     or any other Series B Parity Securities be redeemed, purchased or otherwise
     acquired for any consideration (or any moneys be paid to or set aside or
     made available for a sinking fund for the redemption of any shares of any
     such stock) by the Association (except by




          conversion into or exchange for shares of, or options, warrants or
          rights to subscribe for or purchase, Series B Junior Securities)
          unless, in each case, the full dividends on all outstanding shares of
          the Series B Preferred Stock shall have been declared and paid, when
          due, for the Series B Dividend Period, if any, terminating on or
          immediately prior to the date of payment in respect of such dividend,
          distribution, redemption, purchase or acquisition.

               (B) When dividends for any Series B Dividend Period are not paid
          in full, as provided in clause (A) above, on the shares of the Series
          B Preferred Stock or any other Series B Parity Securities, dividends
          may be declared and paid on any such shares for any dividend period
          therefor, but only if such dividends are declared and paid pro rata so
          that the amount of dividends declared and paid per share on the shares
          of the Series B Preferred Stock and any other Series B Parity
          Securities, in all cases shall bear to each other the same ratio that
          the amount of unpaid dividends per share on the shares of the Series B
          Preferred Stock for such Series B Dividend Period and such other
          Series B Parity Securities for the corresponding dividend period bear
          to each other.

          (d) Liquidation Preference.
              ----------------------

               (i) In the event of any voluntary or involuntary liquidation,
          dissolution or winding up of the affairs of the Association, the
          holders of shares of Series B Preferred Stock then outstanding shall
          be entitled to be paid out of the assets of the Association available
          for distribution to its shareholders an amount in cash equal to the
          Series B Liquidation Value for each share outstanding, plus an amount
          in cash equal to all unpaid dividends thereon for the then current
          Series B Dividend Period, whether or not earned or declared, before
          any payment shall be made or any assets distributed to the holders of
          Series B Junior Securities. If the assets of the Association are not
          sufficient to pay in full the liquidation payments payable to the
          holders of outstanding shares of the Series B Preferred Stock and any
          Series B Parity Securities, then the holders of all such shares shall
          share ratably in such distribution of assets in accordance with the
          amount which would be payable on such distribution if the amounts to
          which the holders of outstanding shares of Series B Preferred Stock
          and the holders of outstanding shares of such Series B Parity
          Securities are entitled were paid in full.

               (ii) For the purpose of this Section 5.02(d), neither the
          voluntary sale, conveyance, exchange or transfer (for cash, shares of
          stock, securities or other consideration) of all or substantially all
          of the property or assets of the Association, nor the consolidation or
          merger of the Association, shall be deemed to be a voluntary or
          involuntary liquidation, dissolution or winding up of the Association,
          unless such voluntary sale, conveyance, exchange or transfer shall be
          in connection with a plan of liquidation, dissolution or winding up of
          the Association.

          (e) Redemption. The Series B Preferred Stock is not redeemable prior
     to December 31, 2005. On such date and on each fifth anniversary of such
     date, the Series B Preferred Stock




     shall be redeemable, in whole or in part, at the option of the Association,
     but with the consent of the Comptroller of the Currency and any other
     appropriate regulatory authorities, if required, for cash out of any source
     of funds legally available, at a redemption price equal to 100% of the
     Series B Liquidation Value per share plus unpaid dividends thereon
     accumulated since the immediately preceding Series B Dividend Payment Date
     (the "Series B Redemption Price"). Any date of such redemption is referred
     to as the "Series B Redemption Date." If fewer than all the outstanding
     shares of Series B Preferred Stock are to be redeemed, the Association will
     select those to be redeemed by lot or pro rata or by any other method as
     may be determined by the Board of Directors to be equitable.

         The Series B Preferred Stock is not subject to any sinking fund.

         (f)      Procedure for Redemption.
                  ------------------------

                  (i) Upon redemption of the Series B Preferred Stock pursuant
         to Section 5.02(e) hereof, notice of such redemption (a "Series B
         Notice of Redemption") shall be mailed by first-class mail, postage
         prepaid, not less than thirty (30) days nor more than sixty (60) days
         prior to the Series B Redemption Date to the holders of record of the
         shares to be redeemed at their respective addresses as they shall
         appear in the records of the Association; provided, however, that
         failure to give such notice or any defect therein or in the mailing
         thereof shall not affect the validity of the proceeding for the
         redemption of any shares so to be redeemed except as to the holder to
         whom the Association has failed to give such notice or except as to the
         holder to whom notice was defective. Each such notice shall state: (A)
         the Series B Redemption Date; (B) the Series B Redemption Price; (C)
         the place or places where certificates for such shares are to be
         surrendered for payment of the Series B Redemption Price; and (D) the
         CUSIP number of the shares being redeemed.

                  (ii) If a Series B Notice of Redemption shall have been given
         as aforesaid and the Association shall have deposited on or before the
         Series B Redemption Date a sum sufficient to redeem the shares of
         Series B Preferred Stock as to which a Series B Notice of Redemption
         has been given in trust with the Transfer Agent with irrevocable
         instructions and authority to pay the Series B Redemption Price to the
         holders thereof, or if no such deposit is made, then upon the Series B
         Redemption Date (unless the Association shall default in making payment
         of the Series B Redemption Price), all rights of the holders thereof as
         shareholders of the Association by reason of the ownership of such
         shares (except their right to receive the Series B Redemption Price
         thereof without interest) shall cease and terminate, and such shares
         shall no longer be deemed outstanding for any purpose. The Association
         shall be entitled to receive, from time to time, from the Transfer
         Agent the interest, if any, earned on such moneys deposited with it,
         and the holders of any shares so redeemed shall have no claim to any
         such interest. In case the holder of any shares of Series B Preferred
         Stock so called for redemption shall not claim the Series B Redemption
         Price for its shares within twelve (12) months after the related Series
         B Redemption Date, the Transfer Agent shall, upon demand, pay over to
         the Association such amount remaining on deposit, and the Transfer
         Agent shall thereupon



       be relieved of all responsibility to the holder of such shares, and such
       holder shall look only to the Association for payment thereof.

              (iii)  Not later than 1:30 p.m., Eastern Standard Time, on the
       Business Day immediately preceding the Series B Redemption Date, the
       Association shall irrevocabedeposit with the Transfer Agent sufficient
       funds for the payment of the Series B Redemption Price for the shares to
       be redeemed on the Series B Redemption Date and shall give the Transfer
       Agent irrevocable instructions to apply such funds, and, if applicable
       and so specified in the instructions, the income and proceeds therefrom,
       to the payment of such Series B Redemption Price. The Association may
       direct the Transfer Agent to invest any such available funds, provided
       that the proceeds of any such investment will be available to the
       Transfer Agent in Milwaukee, Wisconsin at the opening of business on such
       Series B Redemption Date.

              (iv)   Except as otherwise expressly set forth in this Section
       5.02(f), nothing contained in these Amended and Restated Articles of
       Association shall limit any legal right of the Association to purchase or
       otherwise acquire any shares of Series B Preferred Stock at any price,
       whether higher or lower than the Series B Redemption Price, in private
       negotiated transactions, the over-the-counter market or otherwise.

              (v)    If the Association shall not have funds legally available
       for the redemption of all of the shares of Series B Preferred Stock on
       any Series B Redemption Date, the Association shall redeem on the Series
       B Redemption Date only the number of shares of Series B Preferred Stock
       as it shall have legally available funds to redeem, as determined in an
       equitable manner, and the remainder of the shares of Series B Preferred
       Stock shall be redeemed, at the option of the Association, on the
       earliest practicable date next following the day on which the Association
       shall first have funds legally available for the redemption of such
       shares.

       (g)    Reacquired Shares. Shares of the Series B Preferred Stock that
have been redeemed, purchased or otherwise acquired by the Association are not
subject to reissuance or resale as shares of Series B Preferred Stock and shall
be held in treasury. Such shares shall revert to the status of authorized but
unissued shares of preferred stock, undesignated as to series, until the Board
of Directors of the Association shall designate them again for issuance as part
of a series.

       (h)    Voting Rights. Except as otherwise required by applicable law, the
holders of Series B Preferred Stock shall not have any voting rights.

       Section 5.03. Series C Preferred Stock. Pursuant to the provisions of
this Article Fifth, a series of Series C Non-Cumulative Preferred Stock,
consisting of seven hundred fifty thousand (750,000) shares, is hereby
established and authorized to be issued, and in addition to such matters
specified elsewhere in this Article Fifth, such Series C Non-Cumulative
Preferred Stock shall have the following powers, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions:



          (a) Designation and Amount. The shares of Preferred Stock shall be
     designated as the Series C Non-Cumulative Preferred Stock (the "Series C
     Preferred Stock"), and the number of shares constituting the Series C
     Preferred Stock shall be seven hundred fifty thousand (750,000). The
     liquidation preference of the Series C Preferred Stock shall be $1,000 per
     share (the "Series C Liquidation Value").

          (b) Rank. The Series C Preferred Stock shall, with respect to dividend
     rights and upon liquidation, dissolution and winding up of the Association,
     rank (i) senior to all classes and series of Common Stock of the
     Association and to all classes and series of capital stock of the
     Association now or hereafter authorized, issued or outstanding, which by
     their terms expressly provide that they are junior to the Series C
     Preferred Stock as to dividend distributions and distributions upon the
     liquidation, dissolution or winding up of the Association, or which do not
     specify their rank (collectively with the Common Stock, the "Series C
     Junior Securities"); (ii) on a parity with the Series A Preferred Stock and
     the Series B Preferred Stock and each other class of capital stock or
     series of preferred stock issued by the Association after the date hereof,
     the terms of which specifically provide that such class or series will rank
     on a parity with the Series C Preferred Stock as to dividend distributions
     and distributions upon the liquidation, dissolution or winding up of the
     Association (collectively with the Series A Preferred Stock and the Series
     B Preferred Stock, the "Series C Parity Securities"); and (iii) junior to
     each other class of capital stock or series of preferred stock issued by
     the Association after the date hereof, the terms of which specifically
     provide that such class or series will rank senior to the Series C
     Preferred Stock as to dividend distributions and distributions upon the
     liquidation, dissolution or winding up of the Association (collectively,
     the "Series C Senior Securities").

          (c)  Dividends. Dividends are payable on the Series C Preferred Stock
     as follows:

                    (i) The holders of the Series C Preferred Stock in
               preference to the Series C Junior Securities shall be entitled to
               receive, out of funds legally available for that purpose, and
               when, as, and if declared by the Board of Directors of the
               Association, dividends payable in cash at the annual rate of
               7.75% of the Series C Liquidation Value (the "Series C Dividend
               Rate").

               (ii) Dividends on the Series C Preferred Stock shall be
          non-cumulative. Dividends not paid on any Series C Dividend Payment
          Date shall not accumulate thereafter. Dividends shall accumulate from
          the first day of any Series C Dividend Period to but excluding the
          immediately succeeding Series C Dividend Payment Date. Dividends, if
          and when declared, shall be payable in arrears in cash on each Series
          C Dividend Payment Date of each year with respect to the Series C
          Dividend Period ending on the day immediately prior to such Series C
          Dividend Payment Date at the Series C Dividend Rate per share to
          holders of record at the close of business on the applicable Record
          Date, commencing on the Exchange Date with respect to any shares of
          Series C Preferred Stock issued prior to that Series C Dividend
          Payment Date; provided that dividends payable on the Series C
          Preferred Stock on the Series C Dividend Payment Date immediately
          following the first Series C Dividend Period following the Issue Date
          (and any dividend payable for a period less than a full quarterly
          period) shall be prorated




          for the period and computed on the basis of a 360-day year of twelve
          30-day months and the actual number of days in such Series C Dividend
          Period; and provided, further, that dividends payable on the Series C
          Preferred Stock on the Series C Dividend Payment Date immediately
          following the first Series C Dividend Period following the Issue Date
          shall include any accumulated and unpaid dividends on the Funding
          Company Exchangeable Securities exchanged for the Series C Preferred
          Stock as of the Exchange Date for the then current dividend period.
          Dividends on such Series C Preferred Stock shall be paid only in cash.

               (iii) No dividends on shares of Series C Preferred Stock shall be
          declared by the Board of Directors or paid or set apart for payment by
          the Board of Directors or paid or set apart for payment by the
          Association if such declaration or payment shall be restricted or
          prohibited by law.

               (iv)  Holders of shares of Series C Preferred Stock shall not be
          entitled to any dividends in excess of full dividends declared, as
          herein provided, on the shares of Series C Preferred Stock. No
          interest, or sum of money in lieu of interest, shall be payable in
          respect of any dividend payment on the shares of Series C Preferred
          Stock that may be in arrears.

               (v)   (A) So long as any shares of Series C Preferred Stock are
          outstanding, no dividends (other than dividends or distributions paid
          in shares of, or options, warrants or rights to subscribe for or
          purchase shares of, Series C Junior Securities and other than as
          provided in clause (B) below) shall be declared, paid or set aside for
          payment or other distribution upon any Series C Junior Securities or
          any other Series C Parity Securities, nor shall any shares of any
          Series C Junior Securities or any other Series C Parity Securities be
          redeemed, purchased or otherwise acquired for any consideration (or
          any moneys be paid to or set aside or made available for a sinking
          fund for the redemption of any shares of any such stock) by the
          Association (except by conversion into or exchange for shares of, or
          options, warrants or rights to subscribe for or purchase, Series C
          Junior Securities) unless, in each case, the full dividends on all
          outstanding shares of the Series C Preferred Stock shall have been
          declared and paid, when due, for the Series C Dividend Period, if any,
          terminating on or immediately prior to the date of payment in respect
          of such dividend, distribution, redemption, purchase or acquisition.

                     (B) When dividends for any Series C Dividend Period are not
          paid in full, as provided in clause (A) above, on the shares of the
          Series C Preferred Stock or any other Series C Parity Securities,
          dividends may be declared and paid on any such shares for any dividend
          period therefor, but only if such dividends are declared and paid pro
          rata so that the amount of dividends declared and paid per share on
          the shares of the Series C Preferred Stock and any other Series C
          Parity Securities, in all cases shall bear to each other the same
          ratio that the amount of unpaid dividends per share on the shares of
          the Series C Preferred Stock for such Series C Dividend Period and
          such



     other Series C Parity Securities for the corresponding dividend period bear
     to each other.

     (d) Liquidation Preference.

          (i)  In the event of any voluntary or involuntary liquidation,
     dissolution or winding up of the affairs of the Association, the holders of
     shares of Series C Preferred Stock then outstanding shall be entitled to be
     paid out of the assets of the Association available for distribution to its
     shareholders an amount in cash equal to the Series C Liquidation Value for
     each share outstanding, plus an amount in cash equal to all unpaid
     dividends thereon for the then current Series C Dividend Period, whether or
     not earned or declared, before any payment shall be made or any assets
     distributed to the holders of Series C Junior Securities. If the assets of
     the Association are not sufficient to pay in full the liquidation payments
     payable to the holders of outstanding shares of the Series C Preferred
     Stock and any Series C Parity Securities, then the holders of all such
     shares shall share ratably in such distribution of assets in accordance
     with the amount which would be payable on such distribution if the amounts
     to which the holders of outstanding shares of Series C Preferred Stock and
     the holders of outstanding shares of such Series C Parity Securities are
     entitled were paid in full.

          (ii) For the purpose of this Section 5.03(d), neither the voluntary
     sale, conveyance, exchange or transfer (for cash, shares of stock,
     securities or other consideration) of all or substantially all of the
     property or assets of the Association, nor the consolidation or merger of
     the Association, shall be deemed to be a voluntary or involuntary
     liquidation, dissolution or winding up of the Association, unless such
     voluntary sale, conveyance, exchange or transfer shall be in connection
     with a plan of liquidation, dissolution or winding up of the Association.

          (e) Redemption. The Series C Preferred Stock shall be redeemable at
     any time, in whole or in part, at the option of the Association, but with
     the consent of the Comptroller of the Currency and any other appropriate
     regulatory authorities, if required, for cash out of any source of funds
     legally available, at a redemption price equal to 100% of the Series C
     Liquidation Value per share plus unpaid dividends thereon accumulated since
     the immediately preceding Series C Dividend Payment Date (the "Series C
     Redemption Price"). Any date of such redemption is referred to as the
     "Series C Redemption Date." If fewer than all the outstanding shares of
     Series C Preferred Stock are to be redeemed, the Association will select
     those to be redeemed by lot or pro rata or by any other method as may be
     determined by the Board of Directors to be equitable.

         The Series C Preferred Stock is not subject to any sinking fund.

         (f)   Procedure for Redemption.

               (i) Upon redemption of the Series C Preferred Stock pursuant to
          Section 5.03(e) hereof, notice of such redemption (a "Series C Notice
          of Redemption") shall be mailed by first-class mail, postage prepaid,
          not less than thirty (30) days nor more




          than sixty (60) days prior to the Series C Redemption Date to the
          holders of record of the shares to be redeemed at their respective
          addresses as they shall appear in the records of the Association;
          provided, however, that failure to give such notice or any defect
          therein or in the mailing thereof shall not affect the validity of the
          proceeding for the redemption of any shares so to be redeemed except
          as to the holder to whom the Association has failed to give such
          notice or except as to the holder to whom notice was defective. Each
          such notice shall state: (A) the Series C Redemption Date; (B) the
          Series C Redemption Price; (C) the place or places where certificates
          for such shares are to be surrendered for payment of the Series C
          Redemption Price; and (D) the CUSIP number of the shares being
          redeemed.

                  (ii)  If a Series C Notice of Redemption shall have been given
         as aforesaid and the Association shall have deposited on or before the
         Series C Redemption Date a sum sufficient to redeem the shares of
         Series C Preferred Stock as to which a Series C Notice of Redemption
         has been given in trust with the Transfer Agent with irrevocable
         instructions and authority to pay the Series C Redemption Price to the
         holders thereof, or if no such deposit is made, then upon the Series C
         Redemption Date (unless the Association shall default in making payment
         of the Series C Redemption Price), all rights of the holders thereof as
         shareholders of the Association by reason of the ownership of such
         shares (except their right to receive the Series C Redemption Price
         thereof without interest) shall cease and terminate, and such shares
         shall no longer be deemed outstanding for any purpose. The Association
         shall be entitled to receive, from time to time, from the Transfer
         Agent the interest, if any, earned on such moneys deposited with it,
         and the holders of any shares so redeemed shall have no claim to any
         such interest. In case the holder of any shares of Series C Preferred
         Stock so called for redemption shall not claim the Series C Redemption
         Price for its shares within twelve (12) months after the related Series
         C Redemption Date, the Transfer Agent shall, upon demand, pay over to
         the Association such amount remaining on deposit, and the Transfer
         Agent shall thereupon be relieved of all responsibility to the holder
         of such shares, and such holder shall look only to the Association for
         payment thereof.

                  (iii) Not later than 1:30 p.m., Eastern Standard Time, on the
         Business Day immediately preceding the Series C Redemption Date, the
         Association shall irrevocably deposit with the Transfer Agent
         sufficient funds for the payment of the Series C Redemption Price for
         the shares to be redeemed on the Series C Redemption Date and shall
         give the Transfer Agent irrevocable instructions to apply such funds,
         and, if applicable and so specified in the instructions, the income and
         proceeds therefrom, to the payment of such Series C Redemption Price.
         The Association may direct the Transfer Agent to invest any such
         available funds, provided that the proceeds of any such investment will
         be available to the Transfer Agent in Milwaukee, Wisconsin at the
         opening of business on such Series C Redemption Date.

                  (iv)  Except as otherwise expressly set forth in this Section
         5.03(f), nothing contained in these Amended and Restated Articles of
         Association shall limit any legal right of the Association to purchase
         or otherwise acquire any shares of Series C Preferred




         Stock at any price, whether higher or lower than the Series C
         Redemption Price, in private negotiated transactions, the
         over-the-counter market or otherwise.

                  (v) If the Association shall not have funds legally available
         for the redemption of all of the shares of Series C Preferred Stock on
         any Series C Redemption Date, the Association shall redeem on the
         Series C Redemption Date only the number of shares of Series C
         Preferred Stock as it shall have legally available funds to redeem, as
         determine in an equitable manner, and the remainder of the shares of
         Series C Preferred Stock shall be redeemed, at the option of the
         Association, on the earliest practicable date next following the day on
         which the Association shall first have funds legally available for the
         redemption of such shares.

     (g) Reacquired Shares. Shares of the Series C Preferred Stock that have
been redeemed, purchased or otherwise acquired by the Association are not
subject to reissuance or resale as shares of Series C Preferred Stock and shall
be held in treasury. Such shares shall revert to the status of authorized but
unissued shares of preferred stock, undesignated as to series, until the Board
of Directors of the Association shall designate them again for issuance as part
of a series.

     (h) Voting Rights. Except as otherwise required by applicable law, the
holders of Series C Preferred Stock shall not have any voting rights.

     Section 5.04. Definitions. For the purpose of Sections 5.01, 5.02 and 5.03
hereof, the following terms shall have the meanings indicated:

     "5-year CMT Rate" for any CMT Determination Date will be the rate equal to:

                  (i)      the weekly average interest rate of U.S. Treasury
                           securities having an index maturity of five years for
                           the week that ends immediately before the week in
                           which the relevant CMT Determination Date falls, as
                           such rate appears on page "7052" on Telerate (or such
                           other page as may replace the 7052 page on that
                           service or any successor services) under the heading
                           "... Treasury Constant Maturities ... Federal Reserve
                           Board Release H.15 ... Mondays Approximately 3:45
                           p.m."

                  (ii)     If the applicable rate described in clause (i) above
                           is not displayed on Telerate page 7052 at 3:00 p.m.,
                           New York City time, on the relevant CMT Determination
                           Date, then the 5-year CMT Rate will be the Treasury
                           constant maturity rate applicable to a five-year
                           index maturity for the weekly average as published in
                           H.15(519) (as defined below).

                  (iii)    If the applicable rate described in clause (ii) above
                           does not appear in H.15(519) at 3:00 p.m., New York
                           City time, on the relevant CMT Determination Date,
                           then the 5-year CMT Rate will be the Treasury
                           constant maturity rate, or other U.S. Treasury rate,
                           applicable to a five-




               year index maturity with reference to the relevant CMT
               Determination Date, that:

               (a)  is published by the Board of Governors of the Federal
                    Reserve System, or the U.S. Department of the Treasury; and

               (b)  is determined by the Association to be comparable to the
                    applicable rate formerly displayed on Telerate page 7052 and
                    published in H.15(519).

          (iv) If the rate described in clause (iii) above does not appear at
               3:00 p.m., New York City time, on the relevant CMT Determination
               Date, than the 5-year CMT Rate will be the yield to maturity of
               the arithmetic mean of the secondary market offered rates for
               Treasury notes having an original maturity of approximately five
               years and a remaining term to maturity of not less than four
               years, and in a representative amount, as of approximately 3:30
               p.m., New York City time, on the relevant CMT Determination Date,
               as quoted by three primary U.S. government securities dealers in
               New York City selected by the Association. In selecting these
               offered rates, the Association will request quotations from five
               primary dealers and will disregard the highest quotation - or, if
               there is equality, one of the highest - and the lowest quotation
               - or, if there is equality, one of the lowest.

          (v)  If the Association is unable to obtain three quotations of the
               kind described in clause (iv) above, the CMT Rate will be the
               yield to maturity of the arithmetic mean of the secondary market
               offered rates for Treasury notes with an original maturity longer
               than five years and a remaining term to maturity closest to five
               years, and in a representative amount, as of approximately 3:30
               p.m., New York City time, on the relevant CMT Determination Date,
               as quoted by the three primary U.S. governmental securities
               dealers in New York City selected by the Association. In
               selecting these offered rates, the Association will request
               quotations from five primary declares and will disregard the
               highest quotation - or, if there is equality, one of the highest
               - and the lowest quotation, or, if there is equality, one of the
               lowest.

          (vi) If fewer than five but more than two primary dealers are quoting
               offered rates as described above in clause (v), then the 5-year
               CMT Rate for the relevant CMT Determination Date will be based on
               the arithmetic mean of the offered rates so obtained, and neither
               the highest nor the lowest of those quotations will be
               disregarded.



          (vii) If two or fewer primary dealers are quoting offered rates as
                described above in clause (v), the 5-year CMT Rate in effect for
                the new dividend period will be the 5-year CMT Rate in effect
                for the prior dividend period.

     As used in this definition, "H.15(519)" means the weekly statistical
release entitled "Statistical Release H.15(519)," or any successor publication,
published by the Board of Governors of the Federal Reserve System.

     Absent manifest error, the Association's determination of the 5-year CMT
Rate will be final and binding.

     "Association" means U.S. Bank National Association (formerly named Firstar
Bank, National Association), a national banking association.

     "Business Day" means a day on which the New York Stock Exchange is open for
trading and which is not a day on which banking institutions in The City of New
York and Milwaukee, Wisconsin are authorized or required by law or executive
order to close.

     "Calculation Agent" means any Person authorized by the Association to
determine the Series B Dividend Rate, which initially shall be the Association.

     "CMT Determination Date" has the meaning set forth in Section 5.02(c)(i)(2)
hereof.

     "Dividend Payment Date" means, as the context requires, a Series A Dividend
Payment Date, a Series B Dividend Payment Date or a Series C Dividend Payment
Date.

     "Exchange Date" means, as the context requires, any date on which the
Realty Company Series B Exchangeable Stock is exchanged for the Series A
Preferred Stock, any date on which the Realty Company Series C Exchangeable
Stock is exchanged for the Series B Preferred Stock, or any date on which the
Funding Company Exchangeable Securities are exchanged for the Series C Preferred
Stock.

     "Firstar Realty" means Firstar Realty L.L.C., an Illinois limited liability
company.

     "Funding Company Exchangeable Securities" means the Non-Cumulative
Exchangeable Preferred Securities of USB Funding LLC, a Delaware limited
liability company.

     "Issue Date" means, as the context requires, the first date on which shares
of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred
Stock are issued.

     "Person" means any individual, firm, bank or other entity and shall include
any successor (by merger or otherwise) of such entity.



     "Realty Company Series B Exchangeable Stock" means the Series B
Non-Cumulative Exchangeable Preferred Stock of Firstar Realty.

     "Realty Company Series C Exchangeable Stock" means the Series C
Non-Cumulative Exchangeable Preferred Stock of Firstar Realty.

     "Record Date" means the 15th day of the month in which the applicable
Dividend Payment Date falls for dividends declared by the Board of Directors.

     "Series A Dividend Payment Date" means each June 30 and December 31 of each
year.

     "Series A Dividend Period" is the period from a Series A Dividend Payment
Date to, but excluding, the next succeeding Series A Dividend Payment Date,
except that the initial Series A Dividend Period shall commence on the date of
the original issuance of shares of Series A Preferred Stock.

     "Series A Dividend Rate" has the meaning set forth in Section 5.01(c)(i)
hereof.

     "Series A Junior Securities" has the meaning set forth in Section 5.01(b)
hereof.

     "Series A Liquidation Value" has the meaning set forth in Section 5.01(a)
hereof.

     "Series A Notice of Redemption" has the meaning set forth in Section
5.01(f)(i) hereof.

     "Series A Parity Securities" has the meaning set forth in Section 5.01(b)
hereof.

     "Series A Preferred Stock" has the meaning set forth in Section 5.01(a)
hereof.

     "Series A Redemption Date" has the meaning set forth in Section 5.01(e)
hereof.

     "Series A Redemption Price" has the meaning set forth in Section 5.01(e)
hereof.

     "Series A Senior Securities" has the meaning set forth in Section 5.01(b)
hereof.

     "Series B Dividend Payment Date" means each June 30 and December 31 of each
year.

     "Series B Dividend Period" is the period from a Series B Dividend Payment
Date to, but excluding, the next succeeding Series B Dividend Payment Date,
except that the initial Series B Dividend Period shall commence on the original
issuance of shares of Series B Preferred Stock.

     "Series B Dividend Rate" has the meaning set forth in Section 5.02(c)(i)
hereof.

     "Series B Junior Securities" has the meaning set forth in Section 5.02(b)
hereof.

     "Series B Liquidation Value" has the meaning set forth in Section 5.02(a)
hereof.



     "Series B Notice of Redemption" has the meaning set forth in Section
5.02(f)(i) hereof.

     "Series B Parity Securities" has the meaning set forth in Section 5.02(b)
hereof.

     "Series B Preferred Stock" has the meaning set forth in Section 5.02(a)
hereof.

     "Series B Redemption Date" has the meaning set forth in Section 5.02(e)
hereof.

     "Series B Redemption Price" has the meaning set forth in Section 5.02(e)
hereof.

     "Series B Senior Securities" has the meaning set forth in Section 5.02(b)
hereof.

     "Series C Dividend Payment Date" means each January 15 and July 15 of each
year.

     "Series C Dividend Period" is the period from a Series C Dividend Payment
Date to, but excluding, the next succeeding Series C Dividend Payment Date,
except that the initial Series C Dividend Period shall commence on the original
issuance of shares of Series C Preferred Stock.

     "Series C Dividend Rate" has the meaning set forth in Section 5.03(c)(i)
hereof.

     "Series C Junior Securities" has the meaning set forth in Section 5.03(b)
hereof.

     "Series C Liquidation Value" has the meaning set forth in Section 5.03(a)
hereof.

     "Series C Notice of Redemption" has the meaning set forth in Section
5.03(f)(i) hereof.

     "Series C Parity Securities" has the meaning set forth in Section 5.03(b)
hereof.

     "Series C Preferred Stock" has the meaning set forth in Section 5.03(a)
hereof.

     "Series C Redemption Date" has the meaning set forth in Section 5.03(e)
hereof.

     "Series C Redemption Price" has the meaning set forth in Section 5.03(e)
hereof.

     "Series C Senior Securities" has the meaning set forth in Section 5.03(b)
hereof.

     "Transfer Agent" means a bank or trust company as may be appointed from
time to time by the Board of Directors of the Association, or a committee
thereof, to act as transfer agent, paying agent and registrar of the Series A
Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock.

     SIXTH: The Board of Directors shall appoint one of its members President of
the Association, who shall be Chairman of the Board, unless the Board appoints
another Director to be the Chairman of the Board. The Board of Directors shall
have the power to appoint one or



more Vice Presidents; and to appoint a Cashier and such other officers and
employees as may be required to transact the Business of the Association. The
Board of Directors shall have the power to define the duties of the officers and
employees of the Association; to fix the salaries to be paid to them; to dismiss
them; to require bonds from them and to fix the penalty thereof; to regulate the
manner in which any increase of the capital of the Association shall be made; to
manage and administer the business affairs of the Association; to make all
Bylaws that it may be lawful for them to make and generally to do and perform
all acts that it may be legal for a Board of Directors to do and perform.

     SEVENTH: The Board of Directors, without need for approval of shareholders,
shall have the power to change the location of the main office of the
Association, subject to such limitations as from time to time may be provided by
law; and shall have the power to establish or change the location of any branch
or branches of the Association to any other location, without the approval of
the shareholders, but subject to the approval of the Comptroller of the
Currency.

     EIGHTH: The corporate existence of the Association shall continue until
terminated in accordance with the laws of the United States.

     NINTH: The Board of Directors of the Association, the Chairman of the
Board, the President, or any three or more holders of Common Stock owning, in
the aggregate, not less than twenty-five percent of the Common Stock of this
Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time,
place, and purpose of every annual and special meeting of the shareholders shall
be given by first-class mail, postage prepaid, mailed at least ten (10) days
prior to the date of such meeting to each shareholder of record entitled to vote
at such meeting at his address as shown upon the books of the Association.

     TENTH: Any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the Association for reasonable expenses actually
incurred in connection with any action, suit, or proceeding, civil or criminal,
to which he or they shall be made a party by reason of his being or having been
a Director, officer, or employee of the Association or of any firm, corporation,
or organization which he served in any such capacity at the request of the
Association. Provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding as to
which he shall finally be adjudged to have been guilty of or liable for gross
negligence, willful misconduct or criminal acts in the performance of his duties
to the Association. And, provided further, that no person shall be so
indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of the Association, or the Board of
Directors, acting by vote of Directors not parties to the same or substantially
the same action, suit or proceeding, constituting a majority of the whole number
of Directors. And, provided further, that no Director, officer or employee shall
be so indemnified or reimbursed for expenses, penalties or other payments
incurred in an administrative proceeding or action instituted by an appropriate
bank regulatory agency where said proceeding or action results



in a final order assessing civil money penalties or requiring affirmative action
by an individual or individuals in the form of payments to the Association. The
foregoing right of indemnification shall not be exclusive of other rights to
which such person, his heirs, executors, or administrators, may be entitled as a
matter of law. The Association may, upon the affirmative vote of a majority of
its Board of Directors, purchase insurance for the purpose of indemnifying its
Directors, officers and other employees to the extent that such indemnification
is allowed in the preceding paragraph. Such insurance may, but need not, be for
the benefit of all Directors, officers, or employees.

     ELEVENTH: Except as otherwise specifically provided in Article Fifth
hereof, these Amended and Restated Articles of Association may be amended at any
regular or special meeting of the shareholders by the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock of the
Association, unless the vote of the holders of a greater amount of stock is
required by law and in that case by the vote of the holders of such greater
amount.



                                    EXHIBIT 4

                                     BYLAWS
                                       OF
                         U.S. BANK NATIONAL ASSOCIATION

ARTICLE I.

                            MEETINGS OF SHAREHOLDERS

SECTION 1.     ANNUAL MEETING

The annual meeting of shareholders shall be held at the main banking house of
the Association or other convenient place duly authorized by the Board of
Directors (the "Board") at 11:00 a.m. on the second Tuesday in March of each
year, or such other date or time which the Board may designate at any Board
meeting held prior to the required date for sending notice of the annual meeting
to the shareholders. Notice of such meeting shall be mailed to shareholders not
less than ten (10) or more than sixty (60) days prior to the meeting date.

SECTION 2.     SPECIAL MEETINGS

Special meetings of shareholders may be called and held at such times and upon
such notice as is specified in the Articles of Association.

SECTION 3.     QUORUM

A majority of the outstanding capital stock represented in person or by proxy
shall constitute a quorum of any meeting of the shareholders, unless otherwise
provided by law, but less than a quorum may adjourn any meeting, from time to
time, and the meeting may be held as adjourned without further notice.

SECTION 4.     INSPECTORS

The Board of Directors may, and in the event of its failure so to do, the
Chairman of the Board may appoint Inspectors of Election who shall determine the
presence of quorum, the validity of proxies, and the results of all elections
and all other matters voted upon by shareholders at all annual and special
meetings of shareholders.

SECTION 5.     VOTING

In deciding on questions at meetings of shareholders, except in the election of
directors, each shareholder shall be entitled to one vote for each share of
stock held. A majority of



votes cast shall decide each matter submitted to the shareholders, except where
by law a larger vote is required. In all elections of directors, each
shareholder shall have the right to vote the number of shares owned by him for
as many persons as there are directors to be elected, or to cumulate such shares
and give one candidate as many votes as the number of directors multiplied by
the number of his shares equal, or to distribute them on the same principle
among as many candidates as he shall think fit.

SECTION 6.     WAIVER AND CONSENT

The shareholders may act without notice or a meeting by a unanimous written
consent by all shareholders.

                                   ARTICLE II.
                               BOARD OF DIRECTORS

SECTION 1.     TERM OF NOTICE

The directors of this Association shall hold office for one year and until their
successors are duly elected and qualified.

SECTION 2.     REGULAR MEETINGS

The organizational meeting of the Board of Directors shall be held on the same
date as soon as practical following the annual meeting of shareholders wherever
the Directors deem appropriate. Other regular meetings of the Board of Directors
shall be held at such time and place as may be designated in the notice of the
meeting. When any regular meeting of the Board falls on a holiday, the meeting
shall be held on the next banking business day, unless the Board shall designate
some other day.

SECTION 3.     SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairman of the
Board of the Association, or at the request of three or more Directors. Notice
of the time, place and purposes of such meetings shall be given by letter, by
telephone, in person, by facsimile, by electronic mail or other reasonable
manner to every Director.

SECTION 4.     QUORUM

A majority of the entire membership of the Board shall constitute a quorum of
any meeting of the board.

SECTION 5.     NECESSARY VOTE

A majority of those Directors present and voting at any meeting of the Board of
Directors shall decide each matter considered, except where otherwise required
by law or the Articles or Bylaws of this Association.

SECTION 6.     COMPENSATION



Directors, excluding full-time employees of the Bank, shall receive such
reasonable compensation as may be fixed from time to time by the Board of
Directors.

SECTION 7.     ELECTION-AGE & RETIREMENT-AGE LIMITATION

No person shall be elected or re-elected a Director after reaching his
seventieth (70/th/) birthday. Every Director of the Bank shall retire no later
than the first month next following his seventieth (70/th/) birthday.

SECTION 8.     DIRECTORS EMERITUS

The Board shall have the right from time to time to choose as Directors Emeritus
persons who have had prior service as members of the Board and who may receive
such compensation as shall be fixed from time to time by the Board of Directors.

                                  ARTICLE III.

OFFICERS

SECTION 1.     WHO SHALL CONSTITUTE

The Officers of the Association shall be a Chairman of the Board, Chief
Executive Officer, a President, a Secretary, and other officers such as Vice
Chairman of the Board, Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries,
Trust Officers, Trust Investment Officers, Trust Real Estate Officers, Assistant
Trust Officers, Controller, Assistant Controller, Auditor and Assistant
Auditors, as the Board may appoint from time to time. The Board may choose to
delegate authority to elect officers other than the Chairman, Chief Executive
Office, President, Secretary, Vice Chairman and Executive Vice Presidents, to
the Chief Executive Officer or President. Any person may hold two offices. The
Chairman of the Board, all Vice Chairmen of the Board, Chief Executive Officer
and the President shall at all times be members of the Board of Directors.

SECTION 2.     NUMBER

As provided in the Articles of Association, the Board of this Association shall
consist of not less than five nor more than twenty-five members. At any meeting
of the shareholders held for the purpose of electing directors, or changing the
number thereof, the number of directors may be determined by a majority of the
votes cast by the shareholders in person or by proxy. Any vacancy occurring in
the Board shall be filled by the remaining directors. Between meetings of the
shareholders held for the purpose of electing directors, the Board by a majority
vote of the full Board may increase the size of the Board by not more than four
directors in any one year, but not to more than a total of twenty-five
directors, and fill any vacancy so created in the Board. All directors shall
hold office until their successors are elected and qualified.

SECTION 3.     TERM OF OFFICE

All officers shall be elected for and shall hold office for one year and until
their successors are elected and qualified, subject to the right in the Board of
directors by a majority vote of



the entire membership to discharge any officer at any time.

SECTION 4.     CHAIRMAN OF THE BOARD

The Chairman of the Board shall have general executive powers and duties and
shall perform such other duties as may be assigned from time to time by the
Board of Directors. He shall, when present, preside at all meetings of the
shareholders and directors and shall be ex officio a member of all committees of
the Board. He shall name all members of the committees of the Board, subject to
the confirmation thereof by the Board.

SECTION 5.     CHIEF EXECUTIVE OFFICER

The Chief Executive Officer, who may also be the Chairman or the President,
shall have general executive powers and duties and shall perform such other
duties as may be assigned from time to time by the Board of Directors.

SECTION 6.     PRESIDENT

The President shall have general executive powers and duties and shall perform
such other duties as may be assigned from time to time by the board of
Directors. In addition, if designated by the Board of Directors, the President
shall be the Chief Executive Officer and shall have all the powers and duties of
the Chief Executive Officer, including the same power to name temporarily a
Chief Executive Officer to serve in the absence of the President if there is a
vacancy in the position of the chairman or in the event of the absence or
incapacity of the Chairman.

SECTION 7.     VICE CHAIRMAN OF THE BOARD

The Board of directors shall have the power to elect one or more Vice Chairmen
of the Board of Directors. Any such Vice Chairmen of the Board shall participate
in the formation of the policies of the Association and shall have such other
duties as may be assigned to him from time to time by the Chairman of the Board
or by the Board of Directors.

SECTION 8.     OTHER OFFICERS

The Secretary and all other officers appointed by the Board of Directors shall
have such duties as defined by law and as may from time to time be assigned to
them by the chief executive Officer or the Board of Directors.

SECTION 9.     RETIREMENT

Every officer of the Association shall retire not later than the first of the
month next following his 65th birthday. The Board of directors may, in its
discretion, set the retirement date and terms of retirement of an officer at a
date later than provided above.

                                   ARTICLE IV.
                                   COMMITTEES



SECTION 1.     COMPENSATION COMMITTEE

The duties of the Compensation Committee of the Association shall be carried out
by the Compensation Committee of the financial holding company that is the
parent of this Association.

SECTION 2.     COMMITTEE ON AUDIT

The duties of the Audit Committee of the Association shall be carried out by the
Audit Committee of the financial holding company that is the parent of this
Association.

SECTION 3.     TRUST COMMITTEE

The Board of Directors of this Association shall also serve as the Trust
Committee. The Trust Committee shall determine policies of the Department and
review actions of the Trust Policy Committee. All actions of the Trust Committee
shall be reported to the Board of Directors.

SECTION 4.     TRUST POLICY COMMITTEE

There shall be a standing committee of this association to be known as the Trust
Policy Committee composed of the officers of the Association. The Trust Policy
Committee or such officers as may be duly designated by the Trust Policy
Committee, shall pass upon the acceptance of all trusts, the closing out or
relinquishment of all trusts and the making, retention, or disposition of all
investments of trust funds in conformity with policies established by the Trust
Committee. Action of the Trust Policy Committee shall be reported to the Trust
Committee.

SECTION 5.     PENSION COMMITTEE

The duties of the Pension Committee of the Association shall be carried out by
the Compensation Committee of the financial holding company that is the parent
of this Association.

SECTION 6.     OTHER COMMITTEES

The Chairman may appoint, from time to time, other committees for such purposes
and with such powers as he or the Board my direct.

                                   ARTICLE V.
                                   MINUTE BOOK

     The organization papers of this Association, the Bylaws as revised or
amended from time to time and the proceedings of all regular and special
meetings of the shareholders and the directors shall be recorded in a minute
book or books. All reports of committees required to be made to the



Board shall be recorded in a minute book or shall be filed by the recording
officer. The minutes of each meeting of the shareholders and the Board shall be
signed by the recording officer.


                                   ARTICLE VI.
                          CONVEYANCES, CONTRACTS, ETC.

     All transfers and conveyances of real estate, mortgages, and transfers,
endorsements or assignments of stock, bonds, notes, debentures or other
negotiable instruments, securities or personal property shall be signed by any
elected or appointed officer.

     All checks, drafts, certificates of deposit and all funds of the
Association held in its own or in a fiduciary capacity may be paid out by an
order, draft or check bearing the manual or facsimile signature of any elected
or appointed officer of the Association.

     All mortgage satisfactions, releases, all types of loan agreements, all
routine transactional documents of the Association, and all other instruments
not specifically provided for, whether to be executed in a fiduciary capacity or
otherwise, may be signed on behalf of the Association by any elected or
appointed officer thereof.

     The Secretary or any Assistant Secretary of the Association or other proper
officer may execute and certify that required action or authority has been given
or has taken place by resolution of the Board under this Bylaw without the
necessity of further action by the Board.

                                  ARTICLE VII.
                                      SEAL

The Association shall have no corporate seal.

                                  ARTICLE VIII.
                          INDEMNIFICATION OF DIRECTORS,
                             OFFICERS, AND EMPLOYEES

SECTION 1.     INDEMNIFY

The Association shall indemnify such persons for such liabilities in such manner
under such circumstances and to such extent as permitted by the corporate laws
of the Sate of Ohio as enacted or amended. The Board of Directors may authorize
the purchase and maintenance of insurance and/or the execution of individual
agreements for the purpose of such indemnification, and the Association shall
advance all reasonable costs and expenses (including attorneys' fees) incurred
in defending any action, suit or proceeding to all persons entitled to
indemnification under this Section 1.

SECTION 2.     PAYMENTS

Notwithstanding Section 1, however, (a) any indemnification payments to an
institution-



affiliated party, as defined at 12 USC 1813(u), for an administrative proceeding
or civil action initiated by a federal banking agency, shall be reasonable and
consistent with the requirements of 12 USC 1828(k) and the associated
regulations; and (b) any indemnification payments and advancement of costs and
expenses to an institution-affiliated party, as defined at 12 USC 1813(u), in
cases involving an administrative proceeding or civil action not initiated by a
federal banking agency, shall be consistent with safe and sound banking
practices.

                                   ARTICLE IX.
                                   AMENDMENTS

These Bylaws, or any of them, may be added to, altered, amended or repealed by
the Board at any regular or special meeting of the Board.

                                   ARTICLE X.
                                  GOVERNING LAW

This Association designates the Ohio Business Corporation Act, as amended from
time to time, as the governing law for its corporate governance procedures, to
the extent not inconsistent with Federal banking statutes and regulations.

September 10, 2001



                                    EXHIBIT 6

                                     CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated:  June 28, 2002                       SIG:  David A. Pringle
                                            ------------------------------------


                                            U.S. BANK NATIONAL ASSOCIATION

                                            David A. Pringle
                                            Vice President



                                    EXHIBIT 7

                                  U.S. BANCORP

                                FINANCIAL SUMMARY

                                                                                  Percent    Percent
                                                                                   Change     Change
(Dollars in Millions, Except Per Share Data)      2001        2000         1999      2001       2000
                                                                              
Operating earnings (a)                       $2,550.8    $3,106.9    $ 2,799.0     (17.9)%     11.0%
Merger and restructuring-related items
(after-tax)                                    (844.3)     (231.3)      (417.2)

Net income                                   $1,706.5    $2,875.6    $ 2,381.8     (40.7)      20.7


Per Common Share

Earnings per share                           $    .89    $   1.51    $    1.25     (41.1)%     20.8%
Diluted earnings per share                        .88        1.50         1.23     (41.3)      22.0
Dividends declared per share (b)                  .75         .65          .46      15.4       41.3
Book value per share                             8.43        7.97         7.23       5.8       10.2
Market value per share                          20.93       23.25        21.13     (10.0)      10.0

Financial Ratios

Return on average assets                         1.03%       1.81%        1.59%
Return on average equity                         10.5        20.0         18.0
Net interest margin (taxable-equivalent
 basis)                                          4.45        4.36         4.44
Efficiency ratio                                 57.5        51.9         55.7

Financial Ratios Excluding Merger and
Restructuring-Related Items (a)

Return on average assets                         1.54%       1.96%        1.86%
Return on average equity                         15.7        21.6         21.2
Efficiency ratio                                 49.5        48.8         50.5
Banking efficiency ratio (c)                     45.2        43.5         46.3

Average Balances

Loans                                        $118,177    $118,317    $ 109,638       (.1)%      7.9%
Earning assets                                145,165     140,606      133,757       3.2        5.1
Assets                                        165,944     158,481      150,167       4.7        5.5
Deposits                                      104,956     103,426       99,920       1.5        3.5
Total shareholders' equity                     16,201      14,365       13,221      12.8        8.7

Period End Balances

Loans                                        $114,405    $122,365    $ 113,229      (6.5)%      8.1%
Allowance for credit losses                     2,457       1,787        1,710      37.5        4.5
Assets                                        171,390     164,921      154,318       3.9        6.9
Deposits                                      105,219     109,535      103,417      (3.9)       5.9
Total shareholders' equity                     16,461      15,168       13,947       8.5        8.8
Regulatory capital ratios
Tangible common equity                            5.7%        6.3%         6.7%
Tier 1 capital                                    7.7         7.2          7.4
Total risk-based capital                         11.7        10.6         11.0
Leverage                                          7.7         7.4          7.5


(a)  The Company analyzes its performance on a net income basis in accordance
     with accounting principles generally accepted in the United States, as well
     as on an operating basis before merger and restructuring-related items
     referred to as "operating earnings." Operating earnings are presented as
     supplemental information to enhance the reader's understanding of, and




     highlight trends in, the Company's financial results excluding the impact
     of merger and restructuring-related items of specific business acquisitions
     and restructuring activities. Operating earnings should not be viewed as a
     substitute for net income and earnings per share as determined in
     accordance with accounting principles generally accepted in the United
     States. Merger and restructuring-related items excluded from net income to
     derive operating earnings may be significant and may not be comparable to
     other companies.
(b)  Dividends per share have not been restated for the 2001 merger of Firstar
     and the former U.S. Bancorp ("USBM").
(c)  Without investment banking and brokerage activity.

EX-25.(B)

                                                                   Exhibit 25(b)

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ____________________

                         Statement of Eligibility Under
                the Trust Indenture Act of 1939 of a Corporation
                          Designated to Act as Trustee

                              ____________________

                         U.S. BANK NATIONAL ASSOCIATION
                         ------------------------------
               (Exact name of trustee as specified in its charter)

                                   31-0841368
                                   ----------
                      (I.R.S. Employer Identification No.)

       U.S Bank Trust Center                           55101
       180 East Fifth Streer                      ---------------
       St. Paul, Minnesota                           (Zip code)
       -------------------
(Address of principal executive offices)

                              ____________________

                         Stancorp Financial Group, Inc.
               (Exact name of obligor as specified in its charter)

                  Oregon                               93-1253576
             -----------------                         ----------
      (State or other jurisdiction of     (I.R.S. Employer Identification No.)
       incorporation or organization)

          1100 SW Sixth Avenue
            Portland, Oregon                             97204
            ----------------                        ---------------
      (Address of principal executive offices)        (Zip code)


                          Subordinated Debt Securities
                        --------------------------------
                       (Title of the indenture securities)



1.   General Information.  Furnish the following information as to the trustee--

     (a) Name and address of each examining or supervising authority to which it
         is subject.

         Comptroller of the Currency, Washington D.C. 20521

     (b) Whether it is authorized to exercise corporate trust powers.

         Yes.

2.   Affiliations with Obligor and Underwriters. If the obligor or any
     underwriter for the obligor is an affiliate of the trustee, describe each
     such affiliation.

     No such affiliation exists with the Trustee, U.S. Bank Trust National
     Association.

     Items 3-15 are not applicable because to the best of the Trustee's
     knowledge the obligor is not in default under any Indenture for which the
     Trustee acts as Trustee.

16.  List of Exhibits. List below all exhibits filed as a part of this statement
     of eligibility and qualification.

     1.   Articles of Association of U.S. Bank National Association.

     2.   Certificate of Authority of U.S. Bank National Association to Commence
          Business and

     3.   Authorization of the trustee to exercise corporate trust powers.

     4.   Bylaws of U.S. Bank National Association.

     5.   Not Applicable.

     6.   Consents of U.S. Bank National Association required by Section 321(b)
          of the Act.

     7.   Latest Report of Condition of U.S. Bank National Association.
     _____________



                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
U.S. Bank National Association, a national banking association organized under
the laws of the United States, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Seattle, and State of Washington, on 28/th/ day of June, 2002.

                                               U.S. BANK NATIONAL ASSOCIATION


                                               By /s/ David A. Pringle
                                                 -------------------------------
                                                  David A. Pringle



                                    EXHIBIT 1

                         U.S. BANK NATIONAL ASSOCIATION
               (FORMERLY NAMED FIRSTAR BANK, NATIONAL ASSOCIATION)

                                 CHARTER NO. 24

                              AMENDED AND RESTATED
                             ARTICLES OF ASSOCIATION

         These Amended and Restated Articles of Association supersede the
Articles of Association of Firstar Bank, National Association, being renamed
U.S. Bank National Association (the "Association"), heretofore in effect.

         FIRST:  The title of the Association shall be "U.S. Bank National
Association."

         SECOND: The main office of the Association shall be in the City of
Cincinnati, County of Hamilton, State of Ohio. The general business of the
Association shall be conducted at its main office and its branches.

         THIRD: The Board of Directors of the Association shall consist of not
less than five (5) nor more than twenty-five (25) shareholders, the exact number
of Directors within such minimum and maximum limits to be fixed and determined
from time to time by resolution of a majority of the full Board of Directors or
by resolution of the shareholders at any annual or special meeting thereof.
Unless otherwise provided by the laws of the United States, any vacancy in the
Board of Directors for any reason, including an increase in the number thereof,
may be filled by action of the Board of Directors.

         FOURTH: The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified thereof by the
Bylaws, but if no election is held on that day, it may be held on any subsequent
day according to the provisions of law; and all elections shall be held
according to the provisions of law; and all elections shall be held according to
such lawful regulations as may be prescribed by the Board of Directors.

         FIFTH: The aggregate number of shares of common stock that the
Association has authority to issue is 3,640,000, all of which are of one class
only, each such share having a par value of $5.00 (the "Common Stock"). The
Association shall also have authority to issue 2,411,935 shares of preferred
stock, without par value (the "Preferred Stock").

         No holder of shares of the capital stock of any class of the
Association shall have any pre-emptive or preferential right of subscription to
any shares of any class of stock of the



Association, whether now or hereafter authorized, or to any obligations
convertible into stock of the Association issued or sold, nor any right of
subscription to any thereof other than such, if any, as the Board of Directors,
in its discretion, may from time to time determine and at such price as the
Board of Directors may from time to time fix.

         The Association, at any time and from time to time, may authorize and
issue debt obligations, whether or not subordinated, without the approval of the
shareholders.

         Section 5.01. Series A Preferred Stock. Pursuant to the provisions of
this Article Fifth, a series of Series A Non-Cumulative Preferred Stock,
consisting of one hundred sixty-seven thousand (167,000) shares, is hereby
established and authorized to be issued, and in addition to such matters
specified elsewhere in this Article Fifth, such Series A Non-Cumulative
Preferred Stock shall have the following powers, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions:

         (a) Designation and Amount. The shares of Preferred Stock shall be
designated as the Series A Non-Cumulative Preferred Stock (the "Series A
Preferred Stock"), and the number of shares constituting the Series A Preferred
Stock shall be one hundred sixty-seven thousand (167,000). The liquidation
preference of the Series A Preferred Stock shall be $1,000 per share (the
"Series A Liquidation Value").

         (b) Rank. The Series A Preferred Stock shall, with respect to dividend
rights and upon liquidation, dissolution and winding up of the Association, rank
(i) senior to all classes and series of Common Stock of the Association and to
all classes and series of capital stock of the Association now or hereafter
authorized, issued or outstanding, which by their terms expressly provide that
they are junior to the Series A Preferred Stock as to dividend distributions and
distributions upon the liquidation, dissolution or winding up of the
Association, or which do not specify their rank (collectively with the Common
Stock, the "Series A Junior Securities"); (ii) on a parity with the Series B
Preferred Stock and the Series C Preferred Stock and each other class of capital
stock or series of preferred stock issued by the Association after the date
hereof, the terms of which specifically provide that such class or series will
rank on a parity with the Series A Preferred Stock as to dividend distributions
and distributions upon the liquidation, dissolution or winding up of the
Association (collectively with the Series B Preferred Stock and the Series C
Preferred Stock, the "Series A Parity Securities"); and (iii) junior to each
other class of capital stock or series of preferred stock issued by the
Association after the date hereof, the terms of which specifically provide that
such class or series will rank senior to the Series A Preferred Stock as to
dividend distributions and distributions upon the liquidation, dissolution or
winding up of the Association (collectively, the "Series A Senior Securities").

         (c) Dividends.  Dividends are payable on the Series A Preferred Stock
as follows:

             (i) The holders of shares of the Series A Preferred Stock in
         preference to the Series A Junior Securities shall be entitled to
         receive, out of funds legally available for that purpose, and when, as,
         and if declared by the Board of Directors of the Association,



         dividends payable in cash at the annual rate of eight percent (8%) of
         the Series A Liquidation Value (the "Series A Dividend Rate").

                  (ii)  Dividends on the Series A Preferred Stock shall be
         non-cumulative. Dividends not paid on any Series A Dividend Payment
         Date shall not accumulate thereafter. Dividends shall accumulate from
         the first day of any Series A Dividend Period to but excluding the
         immediately succeeding Series A Dividend Payment Date. Dividends, if
         and when declared, shall be payable in arrears in cash on each Series A
         Dividend Payment Date of each year with respect to the Series A
         Dividend Period ending on the day immediately prior to such Series A
         Dividend Payment Date at the Series A Dividend Rate to holders of
         record at the close of business on the applicable Record Date,
         commencing on December 31, 2000 with respect to any shares of Series A
         Preferred Stock issued prior to that Series A Dividend Payment Date;
         provided that dividends payable on the Series A Preferred Stock on the
         Series A Dividend Payment Date immediately following the first Series A
         Dividend Period following the Issue Date (and any dividend payable for
         a period less than a full semiannual period) shall be prorated for the
         period and computed on the basis of a 360-day year of twelve 30-day
         months and the actual number of days in such Series A Dividend Period;
         and provided, further, that dividends payable on the Series A Preferred
         Stock on the Series A Dividend Payment Date immediately following the
         first Series A Dividend Period following the Issue Date shall include
         any accumulated and unpaid dividends on the Realty Company Series B
         Exchangeable Stock exchanged for the Series A Preferred Stock as of the
         Exchange Date for the then current dividend period. Dividends on such
         Series A Preferred Stock shall be paid only in cash.

                  (iii) No dividends on shares of Series A Preferred Stock shall
         be declared by the Board of Directors or paid or set apart for payment
         by the Board of Directors or paid or set apart for payment by the
         Association if such declaration or payment shall be restricted or
         prohibited by law.

                  (iv)  Holders of shares of Series A Preferred Stock shall not
         be entitled to any dividends in excess of full dividends declared, as
         herein provided, on the shares of Series A Preferred Stock. No
         interest, or sum of money in lieu of interest, shall be payable in
         respect of any dividend payment on the shares of Series A Preferred
         Stock that may be in arrears.

                  (v)   (A) So long as any shares of Series A Preferred Stock
         are outstanding, no dividends (other than dividends or distributions
         paid in shares of, or options, warrants or rights to subscribe for or
         purchase shares of, Series A Junior Securities and other than as
         provided in clause (B) below) shall be declared, paid or set aside for
         payment or other distribution upon any Series A Junior Securities or
         any other Series A Parity Securities, nor shall any shares of any
         Series A Junior Securities or any other Series A Parity Securities be
         redeemed, purchased or otherwise acquired for any consideration (or
         any moneys be paid to or set aside or made available for a sinking
         fund for the redemption of any shares of any such stock) by the
         Association (except by conversion into or exchange




         for shares of, or options, warrants or rights to subscribe for or
         purchase, Series A Junior Securities) unless, in each case, the full
         dividends on all outstanding shares of the Series A Preferred Stock
         shall have been declared and paid, when due, for the Series A Dividend
         Period, if any, terminating on or immediately prior to the date of
         payment in respect of such dividend, distribution, redemption,
         purchase or acquisition.

                           (B) When dividends for any Series A Dividend Period
         are not paid in full, as provided in clause (A) above, on the shares of
         the Series A Preferred Stock or any other Series A Parity Securities,
         dividends may be declared and paid on any such shares for any dividend
         period therefor, but only if such dividends are declared and paid pro
         rata so that the amount of dividends declared and paid per share on the
         shares of the Series A Preferred Stock and any other Series A Parity
         Securities, in all cases shall bear to each other the same ratio that
         the amount of unpaid dividends per share on the shares of the Series A
         Preferred Stock for such Series A Dividend Period and such other Series
         A Parity Securities for the corresponding dividend period bear to each
         other.

         (d)      Liquidation Preference.

                  (i) In the event of any voluntary or involuntary liquidation,
         dissolution or winding up of the affairs of the Association, the
         holders of shares of Series A Preferred Stock then outstanding shall be
         entitled to be paid out of the assets of the Association available for
         distribution to its shareholders an amount in cash equal to the Series
         A Liquidation Value for each share outstanding, plus an amount in cash
         equal to all unpaid dividends thereon for the then current Series A
         Dividend Period, whether or not earned or declared, before any payment
         shall be made or any assets distributed to the holders of Series A
         Junior Securities. If the assets of the Association are not sufficient
         to pay in full the liquidation payments payable to the holders of
         outstanding shares of the Series A Preferred Stock and any Series A
         Parity Securities, then the holders of all such shares shall share
         ratably in such distribution of assets in accordance with the amount
         which would be payable on such distribution if the amounts to which the
         holders of outstanding shares of Series A Preferred Stock and the
         holders of outstanding shares of such Series A Parity Securities are
         entitled were paid in full.

                  (ii) For the purpose of this Section 5.01(d), neither the
         voluntary sale, conveyance, exchange or transfer (for cash, shares of
         stock, securities or other consideration) of all or substantially all
         of the property or assets of the Association, nor the consolidation or
         merger of the Association, shall be deemed to be a voluntary or
         involuntary liquidation, dissolution or winding up of the Association,
         unless such voluntary sale, conveyance, exchange or transfer shall be
         in connection with a plan of liquidation, dissolution or winding up of
         the Association.

         (e) Redemption. The Series A Preferred Stock is not redeemable prior to
December 31, 2021. On or after such date, the Series A Preferred Stock shall be
redeemable, in whole or in part, at the option of the Association, but with the
consent of the Comptroller of the Currency and any other appropriate regulatory
authorities, if required, for cash out of any source of funds




legally available, at a redemption price equal to 100% of the Series A
Liquidation Value per share plus unpaid dividends thereon accumulated since the
immediately preceding Series A Dividend Payment Date (the "Series A Redemption
Price"). Any date of such redemption is referred to as the "Series A Redemption
Date." If fewer than all the outstanding shares of Series A Preferred Stock are
to be redeemed, the Association will select those to be redeemed by lot or pro
rata or by any other method as may be determined by the Board of Directors to be
equitable.

         The Series A Preferred Stock is not subject to any sinking fund.

         (f)      Procedure for Redemption.

                  (i)  Upon redemption of the Series A Preferred Stock pursuant
         to Section 5.01(e) hereof, notice of such redemption (a "Series A
         Notice of Redemption") shall be mailed by first-class mail, postage
         prepaid, not less than thirty (30) days nor more than sixty (60) days
         prior to the Series A Redemption Date to the holders of record of the
         shares to be redeemed at their respective addresses as they shall
         appear in the records of the Association; provided, however, that
         failure to give such notice or any defect therein or in the mailing
         thereof shall not affect the validity of the proceeding for the
         redemption of any shares so to be redeemed except as to the holder to
         whom the Association has failed to give such notice or except as to the
         holder to whom notice was defective. Each such notice shall state: (A)
         the Series A Redemption Date; (B) the Series A Redemption Price; (C)
         the place or places where certificates for such shares are to be
         surrendered for payment of the Series A Redemption Price; and (D) the
         CUSIP number of the shares being redeemed.

                  (ii) If a Series A Notice of Redemption shall have been given
         as aforesaid and the Association shall have deposited on or before the
         Series A Redemption Date a sum sufficient to redeem the shares of
         Series A Preferred Stock as to which a Series A Notice of Redemption
         has been given in trust with the Transfer Agent with irrevocable
         instructions and authority to pay the Series A Redemption Price to the
         holders thereof, or if no such deposit is made, then upon the Series A
         Redemption Date (unless the Association shall default in making payment
         of the Series A Redemption Price), all rights of the holders thereof as
         shareholders of the Association by reason of the ownership of such
         shares (except their right to receive the Series A Redemption Price
         thereof without interest) shall cease and terminate, and such shares
         shall no longer be deemed outstanding for any purpose. The Association
         shall be entitled to receive, from time to time, from the Transfer
         Agent the interest, if any, earned on such moneys deposited with it,
         and the holders of any shares so redeemed shall have no claim to any
         such interest. In case the holder of any shares of Series A Preferred
         Stock so called for redemption shall not claim the Series A Redemption
         Price for its shares within twelve (12) months after the related Series
         A Redemption Date, the Transfer Agent shall, upon demand, pay over to
         the Association such amount remaining on deposit, and the Transfer
         Agent shall thereupon be relieved of all responsibility to the holder
         of such shares, and such holder shall look only to the Association for
         payment thereof.



                  (iii) Not later than 1:30 p.m., Eastern Standard Time, on the
         Business Day immediately preceding the Series A Redemption Date, the
         Association shall irrevocably deposit with the Transfer Agent
         sufficient funds for the payment of the Series A Redemption Price for
         the shares to be redeemed on the Series A Redemption Date and shall
         give the Transfer Agent irrevocable instructions to apply such funds,
         and, if applicable and so specified in the instructions, the income and
         proceeds therefrom, to the payment of such Series A Redemption Price.
         The Association may direct the Transfer Agent to invest any such
         available funds, provided that the proceeds of any such investment will
         be available to the Transfer Agent in Milwaukee, Wisconsin at the
         opening of business on such Series A Redemption Date.

                  (iv)  Except as otherwise expressly set forth in this Section
         5.01(f), nothing contained in these Amended and Restated Articles of
         Association shall limit any legal right of the Association to purchase
         or otherwise acquire any shares of Series A Preferred Stock at any
         price, whether higher or lower than the Series A Redemption Price, in
         private negotiated transactions, the over-the-counter market or
         otherwise.

                  (v)   If the Association shall not have funds legally
         available for the redemption of all of the shares of Series A
         Preferred Stock on any Series A Redemption Date, the Association shall
         redeem on the Series A Redemption Date only the number of shares of
         Series A Preferred Stock as it shall have legally available funds to
         redeem, as determined in an equitable manner, and the remainder of the
         shares of Series A Preferred Stock shall be redeemed, at the option of
         the Association, on the earliest practicable date next following the
         day on which the Association shall first have funds legally available
         for the redemption of such shares.

         (g) Reacquired Shares. Shares of the Series A Preferred Stock that have
been redeemed, purchased or otherwise acquired by the Association are not
subject to reissuance or resale as shares of Series A Preferred Stock and shall
be held in treasury. Such shares shall revert to the status of authorized but
unissued shares of preferred stock, undesignated as to series, until the Board
of Directors of the Association shall designate them again for issuance as part
of a series.

         (h) Voting  Rights.  Except as otherwise  required by applicable  law,
the holders of Series A Preferred  Stock shall not have any voting rights.

         Section 5.02. Series B Preferred Stock. Pursuant to the provisions of
this Article Fifth, a series of Series B Non-Cumulative Preferred Stock,
consisting of one million four hundred ninety-four thousand nine hundred
thirty-five (1,494,935) shares, is hereby established and authorized to be
issued, and in addition to such matters specified elsewhere in this Article
Fifth, such Series B Non-Cumulative Preferred Stock shall have the following
powers, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions:



         (a) Designation and Amount. The shares of Preferred Stock shall be
designated as the Series B  Non-Cumulative  Preferred Stock (the "Series B
Preferred Stock"), and the number of shares constituting the Series B Preferred
Stock shall be one million four hundred ninety-four thousand nine hundred
thirty-five (1,494,935). The liquidation preference of the Series B Preferred
Stock shall be $1,000 per share (the "Series B Liquidation Value").

         (b) Rank. The Series B Preferred Stock shall, with respect to dividend
rights and upon liquidation, dissolution and winding up of the Association, rank
(i) senior to all classes and series of Common Stock of the Association and to
all classes and series of capital stock of the Association now or hereafter
authorized, issued or outstanding, which by their terms expressly provide that
they are junior to the Series B Preferred Stock as to dividend distributions and
distributions upon the liquidation, dissolution or winding up of the
Association, or which do not specify their rank (collectively with the Common
Stock, the "Series B Junior Securities"); (ii) on a parity with the Series A
Preferred Stock and the Series C Preferred Stock and each other class of capital
stock or series of preferred stock issued by the Association after the date
hereof, the terms of which specifically provide that such class or series will
rank on a parity with the Series B Preferred Stock as to dividend distributions
and distributions upon the liquidation, dissolution or winding up of the
Association (collectively with the Series A Preferred Stock and the Series C
Preferred Stock, the "Series B Parity Securities"); and (iii) junior to each
other class of capital stock or series of preferred stock issued by the
Association after the date hereof, the terms of which specifically provide that
such class or series will rank senior to the Series B Preferred Stock as to
dividend distributions and distributions upon the liquidation, dissolution or
winding up of the Association (collectively, the "Series B Senior Securities").

         (c) Dividends. Dividends are payable on the Series B Preferred Stock as
 follows:

                           (i) The holders of the Series B Preferred Stock in
                  preference to the Series B Junior Securities shall be entitled
                  to receive, out of funds legally available for that purpose,
                  and when, as, and if declared by the Board of Directors of the
                  Association, dividends payable in cash at the applicable
                  annual rate set forth in this Section 5.02(c)(i) below of the
                  Series B Liquidation Value (the "Series B Dividend Rate"):

                               (1)  With respect to dividends payable on each
                           Series B Dividend Payment Date occurring from the
                           Issue Date through December 31, 2005, the Series B
                           Dividend Rate shall be eight and seven-eighths
                           percent (8.875%); and

                               (2) Thereafter, dividends shall accrue at a
                           variable rate per annum equal to the 5-year CMT Rate
                           plus two percent (2%). On December 31, 2005, and on
                           December 31 every five (5) years thereafter, the
                           previous dividend rate shall be replaced by the
                           then-current 5-year CMT Rate plus two percent (2%).
                           The 5-year CMT Rate for each 5-year period shall be
                           determined by the Calculation Agent on the second



                       Business Day immediately preceding the first day of such
                       period (each a "CMT Determination Date").

                  (ii) Dividends on the Series B Preferred Stock shall be
         non-cumulative. Dividends not paid on any Series B Dividend Payment
         Date shall not accumulate thereafter. Dividends shall accumulate from
         the first day of any Series A Dividend Period to but excluding the
         immediately succeeding Series A Dividend Payment Date. Dividends, if
         and when declared, shall be payable in arrears in cash on each Series B
         Dividend Payment Date of each year with respect to the Series B
         Dividend Period ending on the day immediately prior to such Series B
         Dividend Payment Date at the Series B Dividend Rate per share to
         holders of record at the close of business on the applicable Record
         Date, commencing on the Exchange Date with respect to any shares of
         Series B Preferred Stock issued prior to that Series B Dividend Payment
         Date; provided that dividends payable on the Series B Preferred Stock
         on the Series B Dividend Payment Date immediately following the first
         Series B Dividend Period following the Issue Date (and any dividend
         payable for a period less than a full quarterly period) shall be
         prorated for the period and computed on the basis of a 360-day year of
         twelve 30-day months and the actual number of days in such Series B
         Dividend Period; and provided, further, that dividends payable on the
         Series B Preferred Stock on the Series B Dividend Payment Date
         immediately following the first Series B Dividend Period following the
         Issue Date shall include any accumulated and unpaid dividends on the
         Realty Company Series C Exchangeable Stock exchanged for the Series B
         Preferred Stock as of the Exchange Date for the then current dividend
         period. Dividends on such Series B Preferred Stock shall be paid only
         in cash.

                  (iii) No dividends on shares of Series B Preferred Stock shall
         be declared by the Board of Directors or paid or set apart for payment
         by the Board of Directors or paid or set apart for payment by the
         Association if such declaration or payment shall be restricted or
         prohibited by law.

                  (iv) Holders of shares of Series B Preferred Stock shall not
         be entitled to any dividends in excess of full dividends declared, as
         herein provided, on the shares of Series B Preferred Stock. No
         interest, or sum of money in lieu of interest, shall be payable in
         respect of any dividend payment on the shares of Series B Preferred
         Stock that may be in arrears.

                  (v) (A) So long as any shares of Series B Preferred Stock are
         outstanding, no dividends (other than dividends or distributions paid
         in shares of, or options, warrants or rights to subscribe for or
         purchase shares of, Series B Junior Securities and other than as
         provided in clause (B) below) shall be declared, paid or set aside for
         payment or other distribution upon any Series B Junior Securities or
         any other Series B Parity Securities, nor shall any shares of any
         Series B Junior Securities or any other Series B Parity Securities be
         redeemed, purchased or otherwise acquired for any consideration (or any
         moneys be paid to or set aside or made available for a sinking fund for
         the redemption of any shares of any such stock) by the Association
         (except by conversion into or exchange



         for shares of, or options, warrants or rights to subscribe for or
         purchase, Series B Junior Securities) unless, in each case, the full
         dividends on all outstanding shares of the Series B Preferred Stock
         shall have been declared and paid, when due, for the Series B Dividend
         Period, if any, terminating on or immediately prior to the date of
         payment in respect of such dividend, distribution, redemption, purchase
         or acquisition.

                           (B) When dividends for any Series B Dividend Period
         are not paid in full, as provided in clause (A) above, on the shares of
         the Series B Preferred Stock or any other Series B Parity Securities,
         dividends may be declared and paid on any such shares for any dividend
         period therefor, but only if such dividends are declared and paid pro
         rata so that the amount of dividends declared and paid per share on the
         shares of the Series B Preferred Stock and any other Series B Parity
         Securities, in all cases shall bear to each other the same ratio that
         the amount of unpaid dividends per share on the shares of the Series B
         Preferred Stock for such Series B Dividend Period and such other Series
         B Parity Securities for the corresponding dividend period bear to each
         other.

         (d)      Liquidation Preference.

                  (i) In the event of any voluntary or involuntary liquidation,
         dissolution or winding up of the affairs of the Association, the
         holders of shares of Series B Preferred Stock then outstanding shall be
         entitled to be paid out of the assets of the Association available for
         distribution to its shareholders an amount in cash equal to the Series
         B Liquidation Value for each share outstanding, plus an amount in cash
         equal to all unpaid dividends thereon for the then current Series B
         Dividend Period, whether or not earned or declared, before any payment
         shall be made or any assets distributed to the holders of Series B
         Junior Securities. If the assets of the Association are not sufficient
         to pay in full the liquidation payments payable to the holders of
         outstanding shares of the Series B Preferred Stock and any Series B
         Parity Securities, then the holders of all such shares shall share
         ratably in such distribution of assets in accordance with the amount
         which would be payable on such distribution if the amounts to which the
         holders of outstanding shares of Series B Preferred Stock and the
         holders of outstanding shares of such Series B Parity Securities are
         entitled were paid in full.

                  (ii) For the purpose of this Section 5.02(d), neither the
         voluntary sale, conveyance, exchange or transfer (for cash, shares of
         stock, securities or other consideration) of all or substantially all
         of the property or assets of the Association, nor the consolidation or
         merger of the Association, shall be deemed to be a voluntary or
         involuntary liquidation, dissolution or winding up of the Association,
         unless such voluntary sale, conveyance, exchange or transfer shall be
         in connection with a plan of liquidation, dissolution or winding up of
         the Association.

         (e)      Redemption. The Series B Preferred Stock is not redeemable
prior to December 31, 2005. On such date and on each fifth anniversary of such
date, the Series B Preferred Stock shall be redeemable, in whole or in part, at
the option of the Association, but with the consent of the Comptroller of the
Currency and any other appropriate regulatory authorities, if required, for



cash out of any source of funds legally available, at a redemption price equal
to 100% of the Series B Liquidation Value per share plus unpaid dividends
thereon accumulated since the immediately preceding Series B Dividend Payment
Date (the "Series B Redemption Price"). Any date of such redemption is referred
to as the "Series B Redemption Date." If fewer than all the outstanding shares
of Series B Preferred Stock are to be redeemed, the Association will select
those to be redeemed by lot or pro rata or by any other method as may be
determined by the Board of Directors to be equitable.

         The Series B Preferred Stock is not subject to any sinking fund.

         (f)   Procedure for Redemption.

               (i) Upon redemption of the Series B Preferred Stock pursuant to
         Section 5.02(e) hereof, notice of such redemption (a "Series B
         Notice of Redemption") shall be mailed by first-class mail, postage
         prepaid, not less than thirty (30) days nor more than sixty (60) days
         prior to the Series B Redemption Date to the holders of record of the
         shares to be redeemed at their respective addresses as they shall
         appear in the records of the Association; provided, however, that
         failure to give such notice or any defect therein or in the mailing
         thereof shall not affect the validity of the proceeding for the
         redemption of any shares so to be redeemed except as to the holder to
         whom the Association has failed to give such notice or except as to the
         holder to whom notice was defective. Each such notice shall state: (A)
         the Series B Redemption Date; (B) the Series B Redemption Price; (C)
         the place or places where certificates for such shares are to be
         surrendered for payment of the Series B Redemption Price; and (D) the
         CUSIP number of the shares being redeemed.

               (ii) If a Series B Notice of Redemption shall have been given as
         aforesaid and the Association shall have deposited on or before the
         Series B Redemption Date a sum sufficient to redeem the shares of
         Series B Preferred Stock as to which a Series B Notice of Redemption
         has been given in trust with the Transfer Agent with irrevocable
         instructions and authority to pay the Series B Redemption Price to the
         holders thereof, or if no such deposit is made, then upon the Series B
         Redemption Date (unless the Association shall default in making payment
         of the Series B Redemption Price), all rights of the holders thereof as
         shareholders of the Association by reason of the ownership of such
         shares (except their right to receive the Series B Redemption Price
         thereof without interest) shall cease and terminate, and such shares
         shall no longer be deemed outstanding for any purpose. The Association
         shall be entitled to receive, from time to time, from the Transfer
         Agent the interest, if any, earned on such moneys deposited with it,
         and the holders of any shares so redeemed shall have no claim to any
         such interest. In case the holder of any shares of Series B Preferred
         Stock so called for redemption shall not claim the Series B Redemption
         Price for its shares within twelve (12) months after the related Series
         B Redemption Date, the Transfer Agent shall, upon demand, pay over to
         the Association such amount remaining on deposit, and the Transfer
         Agent shall thereupon be relieved of all responsibility to the holder
         of such shares, and such holder shall look only to the Association for
         payment thereof.



                  (iii) Not later than 1:30 p.m.,  Eastern  Standard  Time,
         on the Business Day  immediately  preceding the Series B Redemption
         Date, the Association shall irrevocably deposit with the Transfer Agent
         sufficient funds for the payment of the Series B Redemption Price for
         the shares to be redeemed on the Series B Redemption Date and shall
         give the Transfer Agent irrevocable instructions to apply such funds,
         and, if applicable and so specified in the instructions, the income and
         proceeds therefrom, to the payment of such Series B Redemption Price.
         The Association may direct the Transfer Agent to invest any such
         available funds, provided that the proceeds of any such investment will
         be available to the Transfer Agent in Milwaukee, Wisconsin at the
         opening of business on such Series B Redemption Date.

                  (iv)  Except as otherwise expressly set forth in this Section
         5.02(f), nothing contained in these Amended and Restated Articles of
         Association shall limit any legal right of the Association to purchase
         or otherwise acquire any shares of Series B Preferred Stock at any
         price, whether higher or lower than the Series B Redemption Price, in
         private negotiated transactions, the over-the-counter market or
         otherwise.

                  (v)   If the Association shall not have funds legally
         available for the redemption of all of the shares of Series B
         Preferred Stock on any Series B Redemption Date, the Association shall
         redeem on the Series B Redemption Date only the number of shares of
         Series B Preferred Stock as it shall have legally available funds to
         redeem, as determined in an equitable manner, and the remainder of the
         shares of Series B Preferred Stock shall be redeemed, at the option of
         the Association, on the earliest practicable date next following the
         day on which the Association shall first have funds legally available
         for the redemption of such shares.

         (g) Reacquired Shares. Shares of the Series B Preferred Stock that have
been redeemed, purchased or otherwise acquired by the Association are not
subject to reissuance or resale as shares of Series B Preferred Stock and shall
be held in treasury. Such shares shall revert to the status of authorized but
unissued shares of preferred stock, undesignated as to series, until the Board
of Directors of the Association shall designate them again for issuance as part
of a series.

         (h) Voting  Rights.  Except as otherwise  required by applicable  law,
the holders of Series B Preferred  Stock shall not have any voting rights.

         Section 5.03. Series C Preferred Stock. Pursuant to the provisions of
this Article Fifth, a series of Series C Non-Cumulative Preferred Stock,
consisting of seven hundred fifty thousand (750,000) shares, is hereby
established and authorized to be issued, and in addition to such matters
specified elsewhere in this Article Fifth, such Series C Non-Cumulative
Preferred Stock shall have the following powers, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions:

         (a) Designation and Amount. The shares of Preferred Stock shall be
designated as the Series C Non-Cumulative Preferred Stock (the "Series C
Preferred Stock"), and the number




of shares constituting the Series C Preferred Stock shall be seven hundred fifty
thousand (750,000). The liquidation preference of the Series C Preferred Stock
shall be $1,000 per share (the "Series C Liquidation Value").

         (b) Rank. The Series C Preferred Stock shall, with respect to dividend
rights and upon liquidation, dissolution and winding up of the Association, rank
(i) senior to all classes and series of Common Stock of the Association and to
all classes and series of capital stock of the Association now or hereafter
authorized, issued or outstanding, which by their terms expressly provide that
they are junior to the Series C Preferred Stock as to dividend distributions and
distributions upon the liquidation, dissolution or winding up of the
Association, or which do not specify their rank (collectively with the Common
Stock, the "Series C Junior Securities"); (ii) on a parity with the Series A
Preferred Stock and the Series B Preferred Stock and each other class of capital
stock or series of preferred stock issued by the Association after the date
hereof, the terms of which specifically provide that such class or series will
rank on a parity with the Series C Preferred Stock as to dividend distributions
and distributions upon the liquidation, dissolution or winding up of the
Association (collectively with the Series A Preferred Stock and the Series B
Preferred Stock, the "Series C Parity Securities"); and (iii) junior to each
other class of capital stock or series of preferred stock issued by the
Association after the date hereof, the terms of which specifically provide that
such class or series will rank senior to the Series C Preferred Stock as to
dividend distributions and distributions upon the liquidation, dissolution or
winding up of the Association (collectively, the "Series C Senior Securities").

         (c) Dividends.  Dividends are payable on the Series C Preferred
Stock as follows:

                    (i) The holders of the Series C Preferred Stock in
               preference to the Series C Junior Securities shall be entitled to
               receive, out of funds legally available for that purpose, and
               when, as, and if declared by the Board of Directors of the
               Association, dividends payable in cash at the annual rate of
               7.75% of the Series C Liquidation Value (the "Series C Dividend
               Rate").

               (ii) Dividends on the Series C Preferred Stock shall be
          non-cumulative. Dividends not paid on any Series C Dividend Payment
          Date shall not accumulate thereafter. Dividends shall accumulate from
          the first day of any Series C Dividend Period to but excluding the
          immediately succeeding Series C Dividend Payment Date. Dividends, if
          and when declared, shall be payable in arrears in cash on each Series
          C Dividend Payment Date of each year with respect to the Series C
          Dividend Period ending on the day immediately prior to such Series C
          Dividend Payment Date at the Series C Dividend Rate per share to
          holders of record at the close of business on the applicable Record
          Date, commencing on the Exchange Date with respect to any shares of
          Series C Preferred Stock issued prior to that Series C Dividend
          Payment Date; provided that dividends payable on the Series C
          Preferred Stock on the Series C Dividend Payment Date immediately
          following the first Series C Dividend Period following the Issue Date
          (and any dividend payable for a period less than a full quarterly
          period) shall be prorated for the period and computed on the basis of
          a 360-day year of twelve 30-day months and the actual number of days
          in such Series C Dividend Period; and provided, further, that



     dividends payable on the Series C Preferred Stock on the Series C Dividend
     Payment Date immediately following the first Series C Dividend Period
     following the Issue Date shall include any accumulated and unpaid dividends
     on the Funding Company Exchangeable Securities exchanged for the Series C
     Preferred Stock as of the Exchange Date for the then current dividend
     period. Dividends on such Series C Preferred Stock shall be paid only in
     cash.

          (iii) No dividends on shares of Series C Preferred Stock shall be
     declared by the Board of Directors or paid or set apart for payment by the
     Board of Directors or paid or set apart for payment by the Association if
     such declaration or payment shall be restricted or prohibited by law.

          (iv)  Holders of shares of Series C Preferred Stock shall not be
     entitled to any dividends in excess of full dividends declared, as herein
     provided, on the shares of Series C Preferred Stock. No interest, or sum of
     money in lieu of interest, shall be payable in respect of any dividend
     payment on the shares of Series C Preferred Stock that may be in arrears.

          (v)   (A) So long as any shares of Series C Preferred Stock are
     outstanding, no dividends (other than dividends or distributions paid in
     shares of, or options, warrants or rights to subscribe for or purchase
     shares of, Series C Junior Securities and other than as provided in clause
     (B) below) shall be declared, paid or set aside for payment or other
     distribution upon any Series C Junior Securities or any other Series C
     Parity Securities, nor shall any shares of any Series C Junior Securities
     or any other Series C Parity Securities be redeemed, purchased or otherwise
     acquired for any consideration (or any moneys be paid to or set aside or
     made available for a sinking fund for the redemption of any shares of any
     such stock) by the Association (except by conversion into or exchange for
     shares of, or options, warrants or rights to subscribe for or purchase,
     Series C Junior Securities) unless, in each case, the full dividends on all
     outstanding shares of the Series C Preferred Stock shall have been declared
     and paid, when due, for the Series C Dividend Period, if any, terminating
     on or immediately prior to the date of payment in respect of such dividend,
     distribution, redemption, purchase or acquisition.

                (B) When dividends for any Series C Dividend Period are not paid
     in full, as provided in clause (A) above, on the shares of the Series C
     Preferred Stock or any other Series C Parity Securities, dividends may be
     declared and paid on any such shares for any dividend period therefor, but
     only if such dividends are declared and paid pro rata so that the amount of
     dividends declared and paid per share on the shares of the Series C
     Preferred Stock and any other Series C Parity Securities, in all cases
     shall bear to each other the same ratio that the amount of unpaid dividends
     per share on the shares of the Series C Preferred Stock for such Series C
     Dividend Period and such other Series C Parity Securities for the
     corresponding dividend period bear to each other.

     (d) Liquidation Preference.



            (i) In the event of any voluntary or involuntary liquidation,
     dissolution or winding up of the affairs of the Association, the holders of
     shares of Series C Preferred Stock then outstanding shall be entitled to be
     paid out of the assets of the Association available for distribution to its
     shareholders an amount in cash equal to the Series C Liquidation Value for
     each share outstanding, plus an amount in cash equal to all unpaid
     dividends thereon for the then current Series C Dividend Period, whether or
     not earned or declared, before any payment shall be made or any assets
     distributed to the holders of Series C Junior Securities. If the assets of
     the Association are not sufficient to pay in full the liquidation payments
     payable to the holders of outstanding shares of the Series C Preferred
     Stock and any Series C Parity Securities, then the holders of all such
     shares shall share ratably in such distribution of assets in accordance
     with the amount which would be payable on such distribution if the amounts
     to which the holders of outstanding shares of Series C Preferred Stock and
     the holders of outstanding shares of such Series C Parity Securities are
     entitled were paid in full.

            (ii) For the purpose of this Section 5.03(d), neither the voluntary
     sale, conveyance, exchange or transfer (for cash, shares of stock,
     securities or other consideration) of all or substantially all of the
     property or assets of the Association, nor the consolidation or merger of
     the Association, shall be deemed to be a voluntary or involuntary
     liquidation, dissolution or winding up of the Association, unless such
     voluntary sale, conveyance, exchange or transfer shall be in connection
     with a plan of liquidation, dissolution or winding up of the Association.

     (e)    Redemption. The Series C Preferred Stock shall be redeemable at any
time, in whole or in part, at the option of the Association, but with the
consent of the Comptroller of the Currency and any other appropriate regulatory
authorities, if required, for cash out of any source of funds legally available,
at a redemption price equal to 100% of the Series C Liquidation Value per share
plus unpaid dividends thereon accumulated since the immediately preceding Series
C Dividend Payment Date (the "Series C Redemption Price"). Any date of such
redemption is referred to as the "Series C Redemption Date." If fewer than all
the outstanding shares of Series C Preferred Stock are to be redeemed, the
Association will select those to be redeemed by lot or pro rata or by any other
method as may be determined by the Board of Directors to be equitable.

     The Series C Preferred Stock is not subject to any sinking fund.

     (f)    Procedure for Redemption.

            (i) Upon redemption of the Series C Preferred Stock pursuant to
     Section 5.03(e) hereof, notice of such redemption (a "Series C Notice of
     Redemption") shall be mailed by first-class mail, postage prepaid, not less
     than thirty (30) days nor more than sixty (60) days prior to the Series C
     Redemption Date to the holders of record of the shares to be redeemed at
     their respective addresses as they shall appear in the records of the
     Association; provided, however, that failure to give such notice or any
     defect therein or in the mailing thereof shall not affect the validity of
     the proceeding for the redemption of any shares so to be redeemed except as
     to the holder to whom the Association has



     failed to give such notice or except as to the holder to whom notice was
     was defective. Each such notice shall state: (A) the Series C Redemption
     Date; (B) the Series C Redemption Price; (C) the place or places where
     certificates for such shares are to be surrendered for payment of the
     Series C Redemption Price; and (D) the CUSIP number of the shares being
     redeemed.

            (ii) If a Series C Notice of Redemption shall have been given as
     aforesaid and the Association shall have deposited on or before the Series
     C Redemption Date a sum sufficient to redeem the shares of Series C
     Preferred Stock as to which a Series C Notice of Redemption has been given
     in trust with the Transfer Agent with irrevocable instructions and
     authority to pay the Series C Redemption Price to the holders thereof, or
     if no such deposit is made, then upon the Series C Redemption Date (unless
     the Association shall default in making payment of the Series C Redemption
     Price), all rights of the holders thereof as shareholders of the
     Association by reason of the ownership of such shares (except their right
     to receive the Series C Redemption Price thereof without interest) shall
     cease and terminate, and such shares shall no longer be deemed outstanding
     for any purpose. The Association shall be entitled to receive, from time to
     time, from the Transfer Agent the interest, if any, earned on such moneys
     deposited with it, and the holders of any shares so redeemed shall have no
     claim to any such interest. In case the holder of any shares of Series C
     Preferred Stock so called for redemption shall not claim the Series C
     Redemption Price for its shares within twelve (12) months after the related
     Series C Redemption Date, the Transfer Agent shall, upon demand, pay over
     to the Association such amount remaining on deposit, and the Transfer Agent
     shall thereupon be relieved of all responsibility to the holder of such
     shares, and such holder shall look only to the Association for payment
     thereof.

            (iii) Not later than 1:30 p.m., Eastern Standard Time, on the
     Business Day immediately preceding the Series C Redemption Date, the
     Association shall irrevocably deposit with the Transfer Agent sufficient
     funds for the payment of the Series C Redemption Price for the shares to be
     redeemed on the Series C Redemption Date and shall give the Transfer Agent
     irrevocable instructions to apply such funds, and, if applicable and so
     specified in the instructions, the income and proceeds therefrom, to the
     payment of such Series C Redemption Price. The Association may direct the
     Transfer Agent to invest any such available funds, provided that the
     proceeds of any such investment will be available to the Transfer Agent in
     Milwaukee, Wisconsin at the opening of business on such Series C Redemption
     Date.

            (iv) Except as otherwise expressly set forth in this Section
     5.03(f), nothing contained in these Amended and Restated Articles of
     Association shall limit any legal right of the Association to purchase or
     otherwise acquire any shares of Series C Preferred Stock at any price,
     whether higher or lower than the Series C Redemption Price, in private
     negotiated transactions, the over-the-counter market or otherwise.

            (v) If the Association shall not have funds legally available for
     the redemption of all of the shares of Series C Preferred Stock on any
     Series C Redemption Date, the



         Association shall redeem on the Series C Redemption Date only the
         number of shares of Series C Preferred Stock as it shall have legally
         available funds to redeem, as determined in an equitable manner, and
         the remainder of the shares of Series C Preferred Stock shall be
         redeemed, at the option of the Association, on the earliest practicable
         date next following the day on which the Association shall first have
         funds legally available for the redemption of such shares.

         (g) Reacquired Shares. Shares of the Series C Preferred Stock that have
been redeemed, purchased or otherwise acquired by the Association are not
subject to reissuance or resale as shares of Series C Preferred Stock and shall
be held in treasury. Such shares shall revert to the status of authorized but
unissued shares of preferred stock, undesignated as to series, until the Board
of Directors of the Association shall designate them again for issuance as part
of a series.

         (h) Voting Rights. Except as otherwise required by applicable law, the
holders of Series C Preferred Stock shall not have any voting rights.

         Section 5.04. Definitions. For the purpose of Sections 5.01, 5.02 and
5.03 hereof, the following terms shall have the meanings indicated:

         "5-year CMT Rate" for any CMT Determination Date will be the rate equal
to:

             (i)     the weekly average interest rate of U.S. Treasury
                     securities having an index maturity of five years for the
                     week that ends immediately before the week in which the
                     relevant CMT Determination Date falls, as such rate
                     appears on page "7052" on Telerate (or such other page as
                     may replace the 7052 page on that service or any successor
                     services) under the heading "... Treasury Constant
                     Maturities ... Federal Reserve Board Release H. 15 ...
                     Mondays Approximately 3:45 p.m."

             (ii)    If the applicable rate described in clause (i) above is not
                     displayed on Telerate page 7052 at 3:00 p.m., New York City
                     time, on the relevant CMT Determination Date, then the
                     5-year CMT Rate will be the Treasury constant maturity rate
                     applicable to a five-year index maturity for the weekly
                     average as published in H.15(519) (as defined below).

             (iii)   If the applicable rate described in clause (ii) above does
                     not appear in H.15(519) at 3:00 p.m., New York City time,
                     on the relevant CMT Determination Date, then the 5-year
                     CMT Rate will be the Treasury constant maturity rate, or
                     other U.S. Treasury rate, applicable to a five-year index
                     maturity with reference to the relevant CMT Determination
                     Date, that:

                     (a)  is published by the Board of Governors of the Federal
                          Reserve System, or the U.S. Department of the
                          Treasury; and



                (b)   is determined by the Association to be comparable to the
                      applicable rate formerly displayed on Telerate page 7052
                      and published in H.15(519).

        (iv)    If the rate described in clause (iii) above does not appear at
                3:00 p.m., New York City time, on the relevant CMT Determination
                Date, than the 5-year CMT Rate will be the yield to maturity of
                the arithmetic mean of the secondary market offered rates for
                Treasury notes having an original maturity of approximately five
                years and a remaining term to maturity of not less than four
                years, and in a representative amount, as of approximately 3:30
                p.m., New York City time, on the relevant CMT Determination
                Date, as quoted by three primary U.S. government securities
                dealers in New York City selected by the Association. In
                selecting these offered rates, the Association will request
                quotations from five primary dealers and will disregard the
                highest quotation - or, if there is equality, one of the highest
                - and the lowest quotation - or, if there is equality, one of
                the lowest.

        (v)     If the Association is unable to obtain three quotations of the
                kind described in clause (iv) above, the CMT Rate will be the
                yield to maturity of the arithmetic mean of the secondary market
                offered rates for Treasury notes with an original maturity
                longer than five years and a remaining term to maturity closest
                to five years, and in a representative amount, as of
                approximately 3:30 p.m., New York City time, on the relevant CMT
                Determination Date, as quoted by the three primary U.S.
                governmental securities dealers in New York City selected by the
                Association. In selecting these offered rates, the Association
                will request quotations from five primary declares and will
                disregard the highest quotation - or, if there is equality, one
                of the highest - and the lowest quotation, or, if there is
                equality, one of the lowest.

        (vi)    If fewer than five but more than two primary dealers are quoting
                offered rates as described above in clause (v), then the 5-year
                CMT Rate for the relevant CMT Determination Date will be based
                on the arithmetic mean of the offered rates so obtained, and
                neither the highest nor the lowest of those quotations will be
                disregarded.

        (vii)   If two or fewer primary dealers are quoting offered rates as
                described above in clause (v), the 5-year CMT Rate in effect for
                the new dividend period will be the 5-year CMT Rate in effect
                for the prior dividend period.

     As used in this definition, "H.15(519)" means the weekly statistical
release entitled "Statistical Release H.15(519)," or any successor publication,
published by the Board of Governors of the Federal Reserve System.



         Absent manifest error, the Association's determination of the 5-year
CMT Rate will be final and binding.

         "Association" means U.S. Bank National Association (formerly named
Firstar Bank, National Association), a national banking association.

         "Business Day" means a day on which the New York Stock Exchange is open
for trading and which is not a day on which banking institutions in The City of
New York and Milwaukee, Wisconsin are authorized or required by law or executive
order to close.

         "Calculation Agent" means any Person authorized by the Association to
determine the Series B Dividend Rate, which initially shall be the Association.

         "CMT Determination Date" has the meaning set forth in Section
5.02(c)(i)(2) hereof.

         "Dividend Payment Date" means, as the context requires, a Series A
Dividend Payment Date, a Series B Dividend Payment Date or a Series C Dividend
Payment Date.

         "Exchange Date" means, as the context requires, any date on which the
Realty Company Series B Exchangeable Stock is exchanged for the Series A
Preferred Stock, any date on which the Realty Company Series C Exchangeable
Stock is exchanged for the Series B Preferred Stock, or any date on which the
Funding Company Exchangeable Securities are exchanged for the Series C Preferred
Stock.

         "Firstar Realty" means Firstar Realty L.L.C., an Illinois limited
liability company.

         "Funding Company Exchangeable Securities" means the Non-Cumulative
Exchangeable Preferred Securities of USB Funding LLC, a Delaware limited
liability company.

         "Issue Date" means, as the context requires, the first date on which
shares of Series A Preferred Stock, Series B Preferred Stock or Series C
Preferred Stock are issued.

         "Person" means any individual, firm, bank or other entity and shall
include any successor (by merger or otherwise) of such entity.

         "Realty Company Series B Exchangeable Stock" means the Series B
Non-Cumulative Exchangeable Preferred Stock of Firstar Realty.

         "Realty Company Series C Exchangeable Stock" means the Series C
Non-Cumulative Exchangeable Preferred Stock of Firstar Realty.

         "Record Date" means the 15th day of the month in which the applicable
Dividend Payment Date falls for dividends declared by the Board of Directors.



         "Series A Dividend Payment Date" means each June 30 and December 31 of
each year.

         "Series A Dividend Period" is the period from a Series A Dividend
Payment Date to, but excluding, the next succeeding Series A Dividend Payment
Date, except that the initial Series A Dividend Period shall commence on the
date of the original issuance of shares of Series A Preferred Stock.

         "Series A Dividend Rate" has the meaning set forth in Section
5.01(c)(i) hereof.

         "Series A Junior Securities" has the meaning set forth in Section
5.01(b) hereof.

         "Series A Liquidation Value" has the meaning set forth in Section
5.01(a) hereof.

         "Series A Notice of Redemption" has the meaning set forth in Section
5.01(f)(i) hereof.

         "Series A Parity Securities" has the meaning set forth in Section
5.01(b) hereof.

         "Series A Preferred Stock" has the meaning set forth in Section 5.01(a)
hereof.

         "Series A Redemption Date" has the meaning set forth in Section 5.01(e)
hereof.

         "Series A Redemption Price" has the meaning set forth in Section
5.01(e) hereof.

         "Series A Senior Securities" has the meaning set forth in Section
5.01(b) hereof.

         "Series B Dividend Payment Date" means each June 30 and December 31 of
each year.

         "Series B Dividend Period" is the period from a Series B Dividend
Payment Date to, but excluding, the next succeeding Series B Dividend Payment
Date, except that the initial Series B Dividend Period shall commence on the
original issuance of shares of Series B Preferred Stock.

         "Series B Dividend Rate" has the meaning set forth in Section
5.02(c)(i) hereof.

         "Series B Junior Securities" has the meaning set forth in Section
5.02(b) hereof.

         "Series B Liquidation Value" has the meaning set forth in Section
5.02(a) hereof.

         "Series B Notice of Redemption" has the meaning set forth in Section
5.02(f)(i) hereof.

         "Series B Parity Securities" has the meaning set forth in Section
5.02(b) hereof.

         "Series B Preferred Stock" has the meaning set forth in Section 5.02(a)
hereof.

         "Series B Redemption Date" has the meaning set forth in Section 5.02(e)
hereof.



         "Series B Redemption Price" has the meaning set forth in Section
5.02(e) hereof.

         "Series B Senior Securities" has the meaning set forth in Section
5.02(b) hereof.

         "Series C Dividend Payment Date" means each January 15 and July 15 of
each year.

         "Series C Dividend Period" is the period from a Series C Dividend
Payment Date to, but excluding, the next succeeding Series C Dividend Payment
Date, except that the initial Series C Dividend Period shall commence on the
original issuance of shares of Series C Preferred Stock.

         "Series C Dividend Rate" has the meaning set forth in Section
5.03(c)(i) hereof.

         "Series C Junior Securities" has the meaning set forth in Section
5.03(b) hereof.

         "Series C Liquidation Value" has the meaning set forth in Section
5.03(a) hereof.

         "Series C Notice of Redemption" has the meaning set forth in Section
5.03(f)(i) hereof.

         "Series C Parity Securities" has the meaning set forth in Section
5.03(b) hereof.

         "Series C Preferred Stock" has the meaning set forth in Section 5.03(a)
hereof.

         "Series C Redemption Date" has the meaning set forth in Section 5.03(e)
hereof.

         "Series C Redemption Price" has the meaning set forth in Section
5.03(e) hereof.

         "Series C Senior Securities" has the meaning set forth in Section
5.03(b) hereof.

         "Transfer Agent" means a bank or trust company as may be appointed from
time to time by the Board of Directors of the Association, or a committee
thereof, to act as transfer agent, paying agent and registrar of the Series A
Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock.

         SIXTH: The Board of Directors shall appoint one of its members
President of the Association, who shall be Chairman of the Board, unless the
Board appoints another Director to be the Chairman of the Board. The Board of
Directors shall have the power to appoint one or more Vice Presidents; and to
appoint a Cashier and such other officers and employees as may be required to
transact the Business of the Association. The Board of Directors shall have the
power to define the duties of the officers and employees of the Association; to
fix the salaries to be paid to them; to dismiss them; to require bonds from them
and to fix the penalty thereof; to regulate the manner in which any increase of
the capital of the Association shall be made; to manage and administer the
business affairs of the Association; to make all Bylaws that it may be lawful
for them to make and generally to do and perform all acts that it may be legal
for a Board of Directors to do and perform.



         SEVENTH: The Board of Directors, without need for approval of
shareholders, shall have the power to change the location of the main office of
the Association, subject to such limitations as from time to time may be
provided by law; and shall have the power to establish or change the location of
any branch or branches of the Association to any other location, without the
approval of the shareholders, but subject to the approval of the Comptroller of
the Currency.

         EIGHTH: The corporate existence of the Association shall continue until
terminated in accordance with the laws of the United States.

         NINTH: The Board of Directors of the Association, the Chairman of the
Board, the President, or any three or more holders of Common Stock owning, in
the aggregate, not less than twenty-five percent of the Common Stock of this
Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time,
place, and purpose of every annual and special meeting of the shareholders shall
be given by first-class mail, postage prepaid, mailed at least ten (10) days
prior to the date of such meeting to each shareholder of record entitled to vote
at such meeting at his address as shown upon the books of the Association.

         TENTH: Any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the Association for reasonable expenses actually
incurred in connection with any action, suit, or proceeding, civil or criminal,
to which he or they shall be made a party by reason of his being or having been
a Director, officer, or employee of the Association or of any firm, corporation,
or organization which he served in any such capacity at the request of the
Association. Provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding as to
which he shall finally be adjudged to have been guilty of or liable for gross
negligence, willful misconduct or criminal acts in the performance of his duties
to the Association. And, provided further, that no person shall be so
indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of the Association, or the Board of
Directors, acting by vote of Directors not parties to the same or substantially
the same action, suit or proceeding, constituting a majority of the whole number
of Directors. And, provided further, that no Director, officer or employee shall
be so indemnified or reimbursed for expenses, penalties or other payments
incurred in an administrative proceeding or action instituted by an appropriate
bank regulatory agency where said proceeding or action results in a final order
assessing civil money penalties or requiring affirmative action by an individual
or individuals in the form of payments to the Association. The foregoing right
of indemnification shall not be exclusive of other rights to which such person,
his heirs, executors, or administrators, may be entitled as a matter of law. The
Association may, upon the affirmative vote of a majority of its Board of
Directors, purchase insurance for the purpose of indemnifying its Directors,
officers and other employees to the extent that such indemnification is allowed
in the preceding paragraph. Such insurance may, but need not, be for the benefit
of all Directors, officers, or employees.



         ELEVENTH: Except as otherwise specifically provided in Article Fifth
hereof, these Amended and Restated Articles of Association may be amended at any
regular or special meeting of the shareholders by the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock of the
Association, unless the vote of the holders of a greater amount of stock is
required by law and in that case by the vote of the holders of such greater
amount.



                                    EXHIBIT 4

                                     BYLAWS

                                       OF
                         U.S. BANK NATIONAL ASSOCIATION

ARTICLE I.

                            MEETINGS OF SHAREHOLDERS

SECTION 1.  ANNUAL MEETING

The annual meeting of shareholders shall be held at the main banking house of
the Association or other convenient place duly authorized by the Board of
Directors (the "Board") at 11:00 a.m. on the second Tuesday in March of each
year, or such other date or time which the Board may designate at any Board
meeting held prior to the required date for sending notice of the annual meeting
to the shareholders. Notice of such meeting shall be mailed to shareholders not
less than ten (10) or more than sixty (60) days prior to the meeting date.

SECTION 2.  SPECIAL MEETINGS

Special meetings of shareholders may be called and held at such times and upon
such notice as is specified in the Articles of Association.

SECTION 3.  QUORUM

A majority of the outstanding capital stock represented in person or by proxy
shall constitute a quorum of any meeting of the shareholders, unless otherwise
provided by law, but less than a quorum may adjourn any meeting, from time to
time, and the meeting may be held as adjourned without further notice.

SECTION 4.  INSPECTORS

The Board of Directors may, and in the event of its failure so to do, the
Chairman of the Board may appoint Inspectors of Election who shall determine the
presence of quorum, the validity of proxies, and the results of all elections
and all other matters voted upon by shareholders at all annual and special
meetings of shareholders.

SECTION 5.  VOTING

In deciding on questions at meetings of shareholders, except in the election of
directors, each shareholder shall be entitled to one vote for each share of
stock held. A majority of



votes cast shall decide each matter submitted to the shareholders, except where
by law a larger vote is required. In all elections of directors, each
shareholder shall have the right to vote the number of shares owned by him for
as many persons as there are directors to be elected, or to cumulate such shares
and give one candidate as many votes as the number of directors multiplied by
the number of his shares equal, or to distribute them on the same principle
among as many candidates as he shall think fit.

SECTION 6.  WAIVER AND CONSENT

The shareholders may act without notice or a meeting by a unanimous written
consent by all shareholders.

                                   ARTICLE II.
                               BOARD OF DIRECTORS

SECTION 1.  TERM OF NOTICE

The directors of this Association shall hold office for one year and until their
successors are duly elected and qualified.

SECTION 2.  REGULAR MEETINGS

The organizational meeting of the Board of Directors shall be held on the same
date as soon as practical following the annual meeting of shareholders wherever
the Directors deem appropriate. Other regular meetings of the Board of Directors
shall be held at such time and place as may be designated in the notice of the
meeting. When any regular meeting of the Board falls on a holiday, the meeting
shall be held on the next banking business day, unless the Board shall designate
some other day.

SECTION 3.  SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairman of the
Board of the Association, or at the request of three or more Directors. Notice
of the time, place and purposes of such meetings shall be given by letter, by
telephone, in person, by facsimile, by electronic mail or other reasonable
manner to every Director.

SECTION 4.  QUORUM

A majority of the entire membership of the Board shall constitute a quorum of
any meeting of the board.

SECTION 5.  NECESSARY VOTE

A majority of those Directors present and voting at any meeting of the Board of
Directors shall decide each matter considered, except where otherwise required
by law or the Articles or Bylaws of this Association.

SECTION 6.  COMPENSATION



Directors, excluding full-time employees of the Bank, shall receive such
reasonable compensation as may be fixed from time to time by the Board of
Directors.

SECTION 7.  ELECTION-AGE & RETIREMENT-AGE LIMITATION

No person shall be elected or re-elected a Director after reaching his
seventieth (70/th/) birthday. Every Director of the Bank shall retire no later
than the first month next following his seventieth (70/th/) birthday.

SECTION 8.  DIRECTORS EMERITUS

The Board shall have the right from time to time to choose as Directors Emeritus
persons who have had prior service as members of the Board and who may receive
such compensation as shall be fixed from time to time by the Board of Directors.

                                  ARTICLE III.

OFFICERS

SECTION 1.  WHO SHALL CONSTITUTE

The Officers of the Association shall be a Chairman of the Board, Chief
Executive Officer, a President, a Secretary, and other officers such as Vice
Chairman of the Board, Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries,
Trust Officers, Trust Investment Officers, Trust Real Estate Officers, Assistant
Trust Officers, Controller, Assistant Controller, Auditor and Assistant
Auditors, as the Board may appoint from time to time. The Board may choose to
delegate authority to elect officers other than the Chairman, Chief Executive
Office, President, Secretary, Vice Chairman and Executive Vice Presidents, to
the Chief Executive Officer or President. Any person may hold two offices. The
Chairman of the Board, all Vice Chairmen of the Board, Chief Executive Officer
and the President shall at all times be members of the Board of Directors.

SECTION 2.  NUMBER

As provided in the Articles of Association, the Board of this Association shall
consist of not less than five nor more than twenty-five members. At any meeting
of the shareholders held for the purpose of electing directors, or changing the
number thereof, the number of directors may be determined by a majority of the
votes cast by the shareholders in person or by proxy. Any vacancy occurring in
the Board shall be filled by the remaining directors. Between meetings of the
shareholders held for the purpose of electing directors, the Board by a majority
vote of the full Board may increase the size of the Board by not more than four
directors in any one year, but not to more than a total of twenty-five
directors, and fill any vacancy so created in the Board. All directors shall
hold office until their successors are elected and qualified.

SECTION 3.  TERM OF OFFICE

All officers shall be elected for and shall hold office for one year and until
their successors are elected and qualified, subject to the right in the Board of
directors by a majority vote of



the entire membership to discharge any officer at any time.

SECTION 4.  CHAIRMAN OF THE BOARD

The Chairman of the Board shall have general executive powers and duties and
shall perform such other duties as may be assigned from time to time by the
Board of Directors. He shall, when present, preside at all meetings of the
shareholders and directors and shall be ex officio a member of all committees of
the Board. He shall name all members of the committees of the Board, subject to
the confirmation thereof by the Board.

SECTION 5.  CHIEF EXECUTIVE OFFICER

The Chief Executive Officer, who may also be the Chairman or the President,
shall have general executive powers and duties and shall perform such other
duties as may be assigned from time to time by the Board of Directors.

SECTION 6.  PRESIDENT

The President shall have general executive powers and duties and shall perform
such other duties as may be assigned from time to time by the board of
Directors. In addition, if designated by the Board of Directors, the President
shall be the Chief Executive Officer and shall have all the powers and duties of
the Chief Executive Officer, including the same power to name temporarily a
Chief Executive Officer to serve in the absence of the President if there is a
vacancy in the position of the chairman or in the event of the absence or
incapacity of the Chairman.

SECTION 7.  VICE CHAIRMAN OF THE BOARD

The Board of directors shall have the power to elect one or more Vice Chairmen
of the Board of Directors. Any such Vice Chairmen of the Board shall participate
in the formation of the policies of the Association and shall have such other
duties as may be assigned to him from time to time by the Chairman of the Board
or by the Board of Directors.

SECTION 8.  OTHER OFFICERS

The Secretary and all other officers appointed by the Board of Directors shall
have such duties as defined by law and as may from time to time be assigned to
them by the chief executive Officer or the Board of Directors.

SECTION 9.  RETIREMENT

Every officer of the Association shall retire not later than the first of the
month next following his 65th birthday. The Board of directors may, in its
discretion, set the retirement date and terms of retirement of an officer at a
date later than provided above.

                                   ARTICLE IV.
                                   COMMITTEES



SECTION 1.  COMPENSATION COMMITTEE

The duties of the Compensation Committee of the Association shall be carried out
by the Compensation Committee of the financial holding company that is the
parent of this Association.

SECTION 2.  COMMITTEE ON AUDIT

The duties of the Audit Committee of the Association shall be carried out by the
Audit Committee of the financial holding company that is the parent of this
Association.

SECTION 3.  TRUST COMMITTEE

The Board of Directors of this Association shall also serve as the Trust
Committee. The Trust Committee shall determine policies of the Department and
review actions of the Trust Policy Committee. All actions of the Trust Committee
shall be reported to the Board of Directors.

SECTION 4.  TRUST POLICY COMMITTEE

There shall be a standing committee of this association to be known as the Trust
Policy Committee composed of the officers of the Association. The Trust Policy
Committee or such officers as may be duly designated by the Trust Policy
Committee, shall pass upon the acceptance of all trusts, the closing out or
relinquishment of all trusts and the making, retention, or disposition of all
investments of trust funds in conformity with policies established by the Trust
Committee. Action of the Trust Policy Committee shall be reported to the Trust
Committee.

SECTION 5.  PENSION COMMITTEE

The duties of the Pension Committee of the Association shall be carried out by
the Compensation Committee of the financial holding company that is the parent
of this Association.

SECTION 6.  OTHER COMMITTEES

The Chairman may appoint, from time to time, other committees for such purposes
and with such powers as he or the Board my direct.

                                   ARTICLE V.
                                   MINUTE BOOK

         The organization papers of this Association, the Bylaws as revised or
amended from time to time and the proceedings of all regular and special
meetings of the shareholders and the directors shall be recorded in a minute
book or books. All reports of committees required to be made to the



Board shall be recorded in a minute book or shall be filed by the recording
officer. The minutes of each meeting of the shareholders and the Board shall be
signed by the recording officer.

                                   ARTICLE VI.
                          CONVEYANCES, CONTRACTS, ETC.

     All transfers and conveyances of real estate, mortgages, and transfers,
endorsements or assignments of stock, bonds, notes, debentures or other
negotiable instruments, securities or personal property shall be signed by any
elected or appointed officer.

     All checks, drafts, certificates of deposit and all funds of the
Association held in its own or in a fiduciary capacity may be paid out by an
order, draft or check bearing the manual or facsimile signature of any elected
or appointed officer of the Association.

     All mortgage satisfactions, releases, all types of loan agreements, all
routine transactional documents of the Association, and all other instruments
not specifically provided for, whether to be executed in a fiduciary capacity or
otherwise, may be signed on behalf of the Association by any elected or
appointed officer thereof.

     The Secretary or any Assistant Secretary of the Association or other proper
officer may execute and certify that required action or authority has been given
or has taken place by resolution of the Board under this Bylaw without the
necessity of further action by the Board.

                                  ARTICLE VII.
                                      SEAL

The Association shall have no corporate seal.

                                  ARTICLE VIII.
                          INDEMNIFICATION OF DIRECTORS,
                             OFFICERS, AND EMPLOYEES

SECTION 1.            INDEMNIFY
The Association shall indemnify such persons for such liabilities in such manner
under such circumstances and to such extent as permitted by the corporate laws
of the Sate of Ohio as enacted or amended. The Board of Directors may authorize
the purchase and maintenance of insurance and/or the execution of individual
agreements for the purpose of such indemnification, and the Association shall
advance all reasonable costs and expenses (including attorneys' fees) incurred
in defending any action, suit or proceeding to all persons entitled to
indemnification under this Section 1.

SECTION 2.            PAYMENTS

Notwithstanding Section 1, however, (a) any indemnification payments to an
institution-affiliated party, as defined at 12 USC 1813(u), for an
administrative proceeding or civil



action initiated by a federal banking agency, shall be reasonable and consistent
with the requirements of 12 USC 1828(k) and the associated regulations; and (b)
any indemnification payments and advancement of costs and expenses to an
institution-affiliated party, as defined at 12 USC 1813(u), in cases involving
an administrative proceeding or civil action not initiated by a federal banking
agency, shall be consistent with safe and sound banking practices.

                                   ARTICLE IX.
                                   AMENDMENTS

These Bylaws, or any of them, may be added to, altered, amended or repealed by
the Board at any regular or special meeting of the Board.

                                   ARTICLE X.
                                  GOVERNING LAW

This Association designates the Ohio Business Corporation Act, as amended from
time to time, as the governing law for its corporate governance procedures, to
the extent not inconsistent with Federal banking statutes and regulations.





September 10, 2001



                                    EXHIBIT 6

                                     CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated:  June 28, 2002                       /s/ David A. Pringle
                                            ------------------------------------


                                            U.S. BANK NATIONAL ASSOCIATION

                                            David A. Pringle
                                            Vice President



                                    EXHIBIT 7

                                  U.S. BANCORP

                                FINANCIAL SUMMARY


                                                                                                       Percent     Percent
                                                                                                        Change      Change
(Dollars in Millions, Except Per Share Data)                    2001            2000           1999       2001        2000
                                                                                                     
Operating earnings(a)                                    $   2,550.8     $   3,106.9     $  2,799.0      (17.9)%      11.0%
Merger and restructuring-related items (after-tax)            (844.3)         (231.3)        (417.2)


Net income                                               $   1,706.5     $   2,875.6     $  2,381.8      (40.7)       20.7


Per Common Share
Earnings per share                                       $       .89     $      1.51     $     1.25      (41.1)%      20.8%
Diluted earnings per share                                       .88            1.50           1.23      (41.3)       22.0
Dividends declared per share (b)                                 .75             .65            .46       15.4        41.3
Book value per share                                            8.43            7.97           7.23        5.8        10.2
Market value per share                                         20.93           23.25          21.13      (10.0)       10.0

Financial Ratios
Return on average assets                                        1.03%           1.81%          1.59%
Return on average equity                                        10.5            20.0           18.0
Net interest margin (taxable-equivalent                         4.45            4.36           4.44
basis)
Efficiency ratio                                                57.5            51.9           55.7

Financial Ratios Excluding Merger and
Restructuring-Related Items (a)
Return on average assets                                        1.54%           1.96%          1.86%
Return on average equity                                        15.7            21.6           21.2
Efficiency ratio                                                49.5            48.8           50.5
Banking efficiency ratio (c)                                    45.2            43.5           46.3

Average Balances
Loans                                                    $   118,177     $   118,317     $  109,638        (.1)%       7.9%
Earning assets                                               145,165         140,606        133,757        3.2         5.1
Assets                                                       165,944         158,481        150,167        4.7         5.5
Deposits                                                     104,956         103,426         99,920        1.5         3.5
Total shareholders' equity                                    16,201          14,365         13,221       12.8         8.7

Period End Balances
Loans                                                    $   114,405     $   122,365     $  113,229       (6.5)%       8.1%
Allowance for credit losses                                    2,457           1,787          1,710       37.5         4.5
Assets                                                       171,390         164,921        154,318        3.9         6.9
Deposits                                                     105,219         109,535        103,417       (3.9)        5.9
Total shareholders' equity                                    16,461          15,168         13,947        8.5         8.8
Regulatory capital ratios
Tangible common equity                                           5.7%            6.3%           6.7%
Tier 1 capital                                                   7.7             7.2            7.4
Total risk-based capital                                        11.7            10.6           11.0
Leverage                                                         7.7             7.4            7.5


(a)  The Company analyzes its performance on a net income basis in accordance
     with accounting principles generally accepted in the United States, as well
     as on an operating basis before merger and restructuring-related items
     referred to as "operating earnings." Operating earnings are presented as
     supplemental information to enhance the reader's understanding of, and



     highlight trends in, the Company's financial results excluding the impact
     of merger and restructuring-related items of specific business acquisitions
     and restructuring activities. Operating earnings should not be viewed as a
     substitute for net income and earnings per share as determined in
     accordance with accounting principles generally accepted in the United
     States. Merger and restructuring-related items excluded from net income to
     derive operating earnings may be significant and may not be comparable to
     other companies.
(b)  Dividends per share have not been restated for the 2001 merger of Firstar
     and the former U.S. Bancorp ("USBM").
(c)  Without investment banking and brokerage activity.