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                                                                     EXHIBIT 4.3

                              THE MONY GROUP INC.

                                       TO

                           THE CHASE MANHATTAN BANK,
                                    TRUSTEE.

                          SUBORDINATED NOTE INDENTURE

                          DATED AS OF JANUARY 11, 2000


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                               TABLE OF CONTENTS
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Parties..................................................................................................1
Recitals of the Company..................................................................................1
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION......................................1
SECTION 1.01.  DEFINITIONS...............................................................................1
SECTION 1.02.  COMPLIANCE CERTIFICATES AND OPINIONS......................................................7
SECTION 1.03.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE....................................................8
SECTION 1.04.  ACTS OF HOLDERS...........................................................................9
SECTION 1.05.  NOTICES, ETC., TO TRUSTEE AND COMPANY....................................................10
SECTION 1.06.  NOTICE TO HOLDERS OF JUNIOR SUBORDINATED NOTES; WAIVER...................................10
SECTION 1.07.  CONFLICT WITH TRUST INDENTURE ACT........................................................11
SECTION 1.08.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.................................................11
SECTION 1.09.  SUCCESSORS AND ASSIGNS...................................................................11
SECTION 1.10.  SEPARABILITY CLAUSE......................................................................11
SECTION 1.11.  BENEFITS OF INDENTURE....................................................................11
SECTION 1.12.  GOVERNING LAW............................................................................11
SECTION 1.13.  LEGAL HOLIDAYS...........................................................................11
ARTICLE TWO FORMS OF JUNIOR SUBORDINATED NOTES..........................................................12
SECTION 2.01.  FORMS GENERALLY..........................................................................12
SECTION 2.02.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION..........................................12
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SECTION 2.03.  JUNIOR SUBORDINATED NOTES ISSUABLE IN THE FORM OF A GLOBAL SECURITY......................12
ARTICLE THREE THE JUNIOR SUBORDINATED NOTES.............................................................14
SECTION 3.01.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.....................................................14
SECTION 3.02.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING...........................................16
SECTION 3.03.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE......................................18
SECTION 3.04.  MUTILATED, DESTROYED, LOST AND STOLEN JUNIOR SUBORDINATED NOTES..........................19
SECTION 3.05.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED...........................................20
SECTION 3.06.  PERSONS DEEMED OWNERS....................................................................21
SECTION 3.07.  CANCELLATION.............................................................................22
SECTION 3.08.  COMPUTATION OF INTEREST..................................................................22
ARTICLE FOUR SATISFACTION AND DISCHARGE.................................................................22
SECTION 4.01.  SATISFACTION AND DISCHARGE OF INDENTURE..................................................22
SECTION 4.02.  APPLICATION OF TRUST MONEY...............................................................23
ARTICLE FIVE REMEDIES...................................................................................24
SECTION 5.01.  EVENTS OF DEFAULT........................................................................24
SECTION 5.02.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.......................................25
SECTION 5.03.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE..........................26
SECTION 5.04.  TRUSTEE MAY FILE PROOFS OF CLAIM.........................................................27
SECTION 5.05.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF JUNIOR SUBORDINATED NOTES...............28
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SECTION 5.06.  APPLICATION OF MONEY COLLECTED...........................................................28
SECTION 5.07.  LIMITATION ON SUITS......................................................................29
SECTION 5.08.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST................29
SECTION 5.09.  RESTORATION OF RIGHTS AND REMEDIES.......................................................30
SECTION 5.10.  RIGHTS AND REMEDIES CUMULATIVE...........................................................30
SECTION 5.11.  DELAY OR OMISSION NOT WAIVER.............................................................30
SECTION 5.12.  CONTROL BY HOLDERS OF JUNIOR SUBORDINATED NOTES..........................................31
SECTION 5.13.  WAIVER OF PAST DEFAULTS..................................................................31
SECTION 5.14.  UNDERTAKING FOR COSTS....................................................................31
SECTION 5.15.  WAIVER OF STAY OR EXTENSION LAWS.........................................................32
ARTICLE SIX THE TRUSTEE.................................................................................32
SECTION 6.01.  CERTAIN DUTIES AND RESPONSIBILITIES......................................................32
SECTION 6.02.  NOTICE OF DEFAULTS.......................................................................33
SECTION 6.03.  CERTAIN RIGHTS OF TRUSTEE................................................................34
SECTION 6.04.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF JUNIOR SUBORDINATED NOTES....................35
SECTION 6.05.  MAY HOLD JUNIOR SUBORDINATED NOTES.......................................................35
SECTION 6.06.  MONEY HELD IN TRUST......................................................................35
SECTION 6.07.  COMPENSATION AND REIMBURSEMENT...........................................................36
SECTION 6.08.  DISQUALIFICATION; CONFLICTING INTERESTS..................................................37
SECTION 6.09.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY..................................................37
SECTION 6.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR........................................37
SECTION 6.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...................................................39
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SECTION 6.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS..............................40
SECTION 6.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY........................................40
SECTION 6.14.  APPOINTMENT OF AUTHENTICATING AGENT......................................................41
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.........................................42
SECTION 7.01.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS................................42
SECTION 7.02.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS...................................43
SECTION 7.03.  REPORTS BY TRUSTEE.......................................................................43
SECTION 7.04.  REPORTS BY COMPANY.......................................................................43
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE......................................44
SECTION 8.01.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.....................................44
SECTION 8.02.  SUCCESSOR CORPORATION SUBSTITUTED........................................................45
ARTICLE NINE SUPPLEMENTAL INDENTURES....................................................................45
SECTION 9.01.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.......................................45
SECTION 9.02.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS..........................................46
SECTION 9.03.  GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURE......................................47
SECTION 9.04.  EXECUTION OF SUPPLEMENTAL INDENTURES.....................................................48
SECTION 9.05.  EFFECT OF SUPPLEMENTAL INDENTURES........................................................48
SECTION 9.06.  CONFORMITY WITH TRUST INDENTURE ACT......................................................48
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SECTION 9.07.  REFERENCE IN JUNIOR SUBORDINATED NOTES TO SUPPLEMENTAL INDENTURES........................48
ARTICLE TEN COVENANTS ..................................................................................49
SECTION 10.01.  PAYMENT OF PRINCIPAL AND INTEREST.......................................................49
SECTION 10.02.  MAINTENANCE OF OFFICE OR AGENCY.........................................................49
SECTION 10.03.  MONEY FOR JUNIOR SUBORDINATED NOTES PAYMENTS TO BE HELD IN TRUST........................49
SECTION 10.04.  ADDITIONAL INTEREST.....................................................................51
SECTION 10.05.  CORPORATE EXISTENCE.....................................................................51
SECTION 10.06.  LIMITATIONS ON DIVIDEND AND CERTAIN OTHER PAYMENTS......................................51
SECTION 10.07.  STATEMENT AS TO COMPLIANCE..............................................................52
SECTION 10.08.  WAIVER OF CERTAIN COVENANTS.............................................................52
SECTION 10.09.  COVENANTS REGARDING TRUST...............................................................53
ARTICLE ELEVEN REDEMPTION OF JUNIOR SUBORDINATED NOTES..................................................53
SECTION 11.01.  APPLICABILITY OF ARTICLE................................................................53
SECTION 11.02.  ELECTION TO REDEEM; NOTICE TO TRUSTEE...................................................53
SECTION 11.03.  SELECTION BY TRUSTEE OF JUNIOR SUBORDINATED NOTES TO BE REDEEMED........................54
SECTION 11.04.  NOTICE OF REDEMPTION....................................................................54
SECTION 11.05.  DEPOSIT OF REDEMPTION PRICE.............................................................55
SECTION 11.06.  JUNIOR SUBORDINATED NOTES PAYABLE ON REDEMPTION DATE....................................55
SECTION 11.07.  JUNIOR SUBORDINATED NOTES REDEEMED IN PART..............................................55
ARTICLE TWELVE SINKING FUNDS............................................................................56
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SECTION 12.01.  APPLICABILITY OF ARTICLE................................................................56
SECTION 12.02.  SATISFACTION OF SINKING FUND PAYMENTS WITH JUNIOR SUBORDINATED NOTES....................56
SECTION 12.03.  REDEMPTION OF JUNIOR SUBORDINATED NOTES FOR SINKING FUND................................56
ARTICLE THIRTEEN SUBORDINATION..........................................................................57
SECTION 13.01.  JUNIOR SUBORDINATED NOTES SUBORDINATE TO SENIOR INDEBTEDNESS............................57
SECTION 13.02.  PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC...............................................57
SECTION 13.03.  NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT..........................................58
SECTION 13.04.  PAYMENT PERMITTED IF NO DEFAULT.........................................................59
SECTION 13.05.  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.................................59
SECTION 13.06.  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.............................................59
SECTION 13.07.  TRUSTEE TO EFFECTUATE SUBORDINATION.....................................................60
SECTION 13.08.  NO WAIVER OF SUBORDINATION PROVISIONS...................................................60
SECTION 13.09.  TRUST MONEYS NOT SUBORDINATED...........................................................61
SECTION 13.10.  NOTICE TO THE TRUSTEE...................................................................61
SECTION 13.11.  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT..........................62
SECTION 13.12.  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS................................62
SECTION 13.13.  RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION OF TRUSTEE'S RIGHTS....62
SECTION 13.14.  ARTICLE APPLICABLE TO PAYING AGENTS.....................................................62
SECTION 13.15.  RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION PROVISIONS..................63
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ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS...............................................................63
SECTION 14.01.  NO RECOURSE AGAINST OTHERS..............................................................63
SECTION 14.02.  SET-OFF.................................................................................63
SECTION 14.03.  ASSIGNMENT; BINDING EFFECT..............................................................64
SECTION 14.04.  ADDITIONAL INTEREST.....................................................................64
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                          SUBORDINATED NOTE INDENTURE

                  THIS INDENTURE is made as of January 11, 2000, between THE
MONY GROUP INC., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"), having its principal
office at 1740 Broadway, New York, New York 10019, and THE CHASE MANHATTAN
BANK, a banking corporation duly organized and existing under the laws of the
State of New York, having its principal corporate trust office at 450 West 33rd
Street, New York, New York 10001, as Trustee (herein called the "Trustee").

                             W I T N E S S E T H :

                  WHEREAS, the Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
unsecured subordinated debentures, notes or other evidences of indebtedness
(herein called the "Junior Subordinated Notes"), to be issued in one or more
series as in this Indenture provided; and

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

                  NOW, THEREFORE, for and in consideration of the premises and
the purchase of the Junior Subordinated Notes by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Junior Subordinated Notes or of series thereof, as follows:

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

                  SECTION 1.01.     DEFINITIONS.

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

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

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

                           (3)      all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally accepted
accounting principles in the United States of America, and, except as otherwise
herein expressly provided, the term "generally accepted accounting principles"
with respect to any computation required

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or permitted hereunder shall mean such accounting principles as are generally
accepted in the United States of America at the date of such computation;

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

                           (5)      Trust Securities related to a particular
series of Junior Subordinated Notes means the series of Trust Securities the
proceeds of the sale of which were loaned to the Company in exchange for such
series of Junior Subordinated Notes, and the guarantee related to such series
of Trust Securities means the guarantee pursuant to which the Company has
guaranteed, to the extent stated therein, the payment of distributions and
certain other amounts with respect to such series of Trust Securities.

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

                  "Act", when used with respect to any Holder of a Junior
Subordinated Note, has the meaning specified in Section 1.04.

                  "Additional Interest" means (i) such additional amounts as
may be required so that the net amounts received and retained by the Holder (if
the Holder is a Securities Trust) after paying taxes, duties, assessments or
governmental charges of whatever nature (other than withholding taxes) imposed
by the United States or any other taxing authority will not be less than the
amounts the Holder would have received had no such taxes, duties, assessments
or other governmental charges been imposed; and (ii) any interest due and not
paid on an Interest Payment Date, together with interest thereon from such
Interest Payment Date to the date of payment, compounded quarterly, on each
Interest Payment Date.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. Notwithstanding the foregoing, any Securities Trust organized by the
Company shall not be deemed to be an Affiliate of the Company.

                  "Authenticating Agent" means any Person or Persons authorized
by the Trustee to authenticate one or more series of Junior Subordinated Notes.

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of the officers and/or directors
of the Company appointed by that board.

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

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

                  "Business Day" means a day other than (i) a Saturday or a
Sunday, (ii) a day on which banks in New York, New York are authorized or
obligated by law or executive order to remain closed, or (iii) a day on which
the Trustee's Corporate Trust Office or Property Trustee's principal corporate
trust office is closed for business.

                  "Certificate of a Firm of Independent Public Accountants"
means a certificate signed by an independent public accountant or a firm of
independent public accountants who may be the independent public accountants
regularly retained by the Company or who may be other independent public
accountants. Such accountant or firm shall be entitled to rely upon an Opinion
of Counsel as to the interpretation of any legal matters relating to such
certificate.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, or, if at any time after the execution of this instrument
such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties at such
time.

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

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

                  "Corporate Trust Office" means the office of the Trustee in
the Borough of Manhattan, New York City, at which at any particular time its
corporate trust business shall be principally administered, which office at the
date of execution of this Indenture is located at 450 West 33rd Street, New
York, New York 10001.

                  "corporation" includes corporations, partnerships, limited
liability companies, associations, companies and business trusts.

                  "Defaulted Interest" has the meaning specified in Section
3.05.

                  "Depositary" means, unless otherwise specified by the Company
pursuant to either Section 2.03 or 3.01, with respect to Junior Subordinated
Notes of any series issuable or issued as a Global Security, The Depository
Trust Company, New York, New York, or any successor thereto registered as a
clearing agency under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation.

                  "Event of Default" has the meaning specified in Section 5.01.

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                  "Global Security" means, with respect to any series of Junior
Subordinated Notes issued hereunder, a Junior Subordinated Note that is
executed by the Company and authenticated and delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction, all in accordance with
Section 2.03 of this Indenture and any indenture supplemental hereto.

                  "Guarantee" means a Guarantee Agreement, if any, executed and
delivered by the Company for the benefit of the holders from time to time of
all or a portion of the Trust Securities of a Securities Trust.

                  "Holder", when used with respect to any Junior Subordinated
Note, means the Person in whose name the Junior Subordinated Note is registered
in the Security Register.

                  "Indenture" means this instrument as originally executed or
as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the particular series of
Junior Subordinated Notes established as contemplated by Section 3.01.

                  "Interest Payment Date", when used with respect to any series
of Junior Subordinated Notes, means the dates established for the payment of
interest thereon, as provided in the supplemental indenture for such series.

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

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

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary, of the
Company, and delivered to the Trustee.

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

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

                           (i)      Junior Subordinated Notes theretofore
canceled by the Trustee or delivered to the Trustee for cancellation;

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

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

                           (iv)     Junior Subordinated Notes, or portions
thereof, converted into or exchanged for another security if the terms of such
Junior Subordinated Notes provide for such conversion or exchange;

provided, however, that in determining, during any period in which any Junior
Subordinated Notes of a series are owned by any Person other than the Company
or any Affiliate thereof, whether the Holders of the requisite principal amount
of Outstanding Junior Subordinated Notes of such series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Junior
Subordinated Notes of such series owned by the Company or any Affiliate thereof
shall be disregarded and deemed not to be Outstanding. In determining whether
the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Junior Subordinated
Notes that a Responsible Officer of the Trustee knows to be so owned by the
Company or an Affiliate of the Company in the above circumstances shall be so
disregarded. Junior Subordinated Notes so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Junior Subordinated Notes and that the pledgee is not the Company or any
Affiliate of the Company.

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

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

                  "Predecessor Security" of any particular Junior Subordinated
Note means every previous Junior Subordinated Note evidencing all or a portion
of the same debt as that evidenced by such particular Junior Subordinated Note;
and, for the purposes of this definition, any Junior Subordinated Note
authenticated and delivered under Section 3.04 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Junior Subordinated

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Note shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Junior Subordinated Note.

                  "Property Trustee", when used with respect to the Junior
Subordinated Notes of any series, means the Person designated as such in the
related Trust Agreement.

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

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

                  "Regular Record Date" for the interest payable on any
Interest Payment Date on the Junior Subordinated Notes of any series means the
date specified for that purpose as contemplated by Section 3.01, whether or not
a Business Day.

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

                  "Securities Trust" means any statutory business trust formed
by the Company or an Affiliate to issue Trust Securities, the proceeds of which
will be used to purchase Junior Subordinated Notes of one or more series.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.03.

                  "Senior Indebtedness" means, with respect to the Company, (i)
any payment due in respect of indebtedness of the Company, whether outstanding
at the date of execution of this Indenture or thereafter incurred, created or
assumed, (a) in respect of money borrowed (including any financial derivative,
hedging or futures contract or similar instrument) and (b) evidenced by
securities, debentures, bonds, notes or other similar instruments issued by the
Company which, by their terms, are senior or senior subordinated debt
securities, including, without limitation, all obligations under its indentures
with various trustees; (ii) all capital lease obligations; (iii) all
obligations issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all obligations of the Company under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business and long-term purchase obligations); (iv) all
obligations for the reimbursement of 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 the
payment of which the Company is responsible or liable as obligor, guarantor or
otherwise; and (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

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<PAGE>   15


not such obligation is assumed by the Company), except for (1) any such
indebtedness that is by its terms subordinated to or pari passu with the Junior
Subordinated Notes and (2) any unsecured indebtedness between or among the
Company or its Affiliates. Such Senior Indebtedness shall continue to be
entitled to the benefits of the subordination provisions contained in Article
Thirteen irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness.

                  "Special Record Date" for the payment of any Defaulted
Interest on the Junior Subordinated Notes of any series means a date fixed by
the Trustee pursuant to Section 3.05.

                  "Stated Maturity", when used with respect to any Junior
Subordinated Note or any installment of principal thereof or interest or
premium, if any, thereon, means the date specified in such Junior Subordinated
Note as the fixed date on which the principal of or premium, if any, on such
Junior Subordinated Note or such installment of principal or interest or
premium, if any, thereon, is due and payable.

                  "Trust Agreement", when used with respect to a Securities
Trust, means the agreement or instrument that governs the affairs of such
Securities Trust.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Trust Indenture Act or provision, as the case
may be, as amended or replaced from time to time.

                  "Trust Securities" means the securities issued by a
Securities Trust evidencing the entire beneficial interest therein.

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

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

                  SECTION 1.02.     COMPLIANCE CERTIFICATES AND OPINIONS.

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


                                       7

<PAGE>   16

as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

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

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

                  (ii)     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;

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

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

                  SECTION 1.03.     FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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


                                       8

<PAGE>   17

                  SECTION 1.04.     ACTS OF HOLDERS.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent, shall be sufficient for any purpose of
this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.

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

                  (c)      The principal amount and serial numbers of Junior
Subordinated Notes held by any Person, and the date of holding the same, shall
be proved by the Security Register.

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

                  (e)      The fact and date of execution of any such
instrument or writing and the authority of the Person executing the same may
also be proved in any other manner which the Trustee deems sufficient; and the
Trustee may in any instance require further proof with respect to any of the
matters referred to in this Section.

                  (f)      If the Company shall solicit from the Holders of
Junior Subordinated Notes of any series any Act, the Company may, at its
option, by Board Resolution, fix in advance a record date for the determination
of Holders of Junior Subordinated Notes entitled to take such Act, but the
Company shall have no obligation to do so. Any such record date shall be fixed
at the Company's discretion. If such a record date is fixed, such Act may be
sought or given before or after the record date, but only the Holders of record
at the close of business on such record date shall be deemed to be Holders of
Junior



                                       9

<PAGE>   18

Subordinated Notes for the purpose of determining whether Holders of the
requisite proportion of Junior Subordinated Notes of such series Outstanding
have authorized or agreed or consented to such Act, and for that purpose the
Junior Subordinated Notes of such series Outstanding shall be computed as of
such record date.

                  SECTION 1.05.     NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

                  (1)      the Trustee by any Holder of a Junior Subordinated
Note or by the Company shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the Trustee at its Corporate
Trust Office, Attention: Capital Markets Fiduciary Services, or

                  (2)      the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to the attention of its Secretary, at 1740 Broadway, New York, New
York 10019, with a copy to Dewey Ballantine LLP, 1301 Avenue of the Americas,
New York, New York 10019, Attention: Jonathan L. Freedman, or at any other
address previously furnished in writing to the Trustee by the Company.

                  SECTION 1.06.     NOTICE TO HOLDERS OF JUNIOR SUBORDINATED
NOTES; WAIVER.

                  Except as otherwise expressly provided herein, where this
Indenture provides for notice to Holders of Junior Subordinated Notes of any
event, such notice shall be sufficiently given if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice.

                  In case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give such notice
by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.
In any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders of Junior Subordinated Notes shall be
filed with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

                                       10

<PAGE>   19

                  SECTION 1.07.     CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required to be a part of and
govern this Indenture, such required provision shall control.

                  SECTION 1.08.     EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

                  SECTION 1.09.     SUCCESSORS AND ASSIGNS.

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

                  SECTION 1.10.     SEPARABILITY CLAUSE.

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

                  SECTION 1.11.     BENEFITS OF INDENTURE.

                  Nothing in this Indenture or the Junior Subordinated Notes,
express or implied, shall give to any Person, other than the parties hereto,
their successors hereunder and the Holders of Junior Subordinated Notes and, to
the extent provided in Section 14.03, the holders of Senior Indebtedness or
Trust Securities, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

                  SECTION 1.12.     GOVERNING LAW.

                  This Indenture and the Junior Subordinated Notes shall be
governed by, and construed in accordance with, the internal laws of the State
of New York.

                  SECTION 1.13.     LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Junior Subordinated Note shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the Junior
Subordinated Notes) payment of interest or principal (and premium, if any) need
not be made on such date, but may be made on the next succeeding Business Day,
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue on the amount so payable for the period from and

                                       11

<PAGE>   20


after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.

                                  ARTICLE TWO

                       FORMS OF JUNIOR SUBORDINATED NOTES

                  SECTION 2.01.     FORMS GENERALLY.

                  The Junior Subordinated Notes of each series shall be in
substantially the form appended to the supplemental indenture authorizing such
series, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Junior Subordinated Notes, as evidenced by their
execution of the Junior Subordinated Notes.

                  The Junior Subordinated Notes of each series shall be
issuable in registered form without coupons.

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

                  SECTION 2.02.     FORM OF TRUSTEE'S CERTIFICATE OF
AUTHENTICATION.

                  The form of the Trustee's Certificate of Authentication for a
series of Junior Subordinated Notes shall be in substantially the form appended
to the Supplemental Indenture authorizing such series.

                  SECTION 2.03.     JUNIOR SUBORDINATED NOTES ISSUABLE IN THE
FORM OF A GLOBAL SECURITY.

                  (a)      If the Company shall establish pursuant to Section
3.01 that the Junior Subordinated Notes of a particular series are to be issued
in whole or in part in the form of one or more Global Securities, then the
Company shall execute and the Trustee shall, in accordance with Section 3.02
and the Company Order delivered to the Trustee thereunder, authenticate and
deliver such Global Security or Securities, which (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of
the Outstanding Junior Subordinated Notes of such series to be represented by
such Global Security or Securities, (ii) may provide that the aggregate amount
of Outstanding Junior Subordinated Notes represented thereby may from time to
time be increased or reduced to reflect exchanges, (iii) shall be registered in
the name of the Depositary for such Global Security or Securities or its
nominee, (iv) shall be delivered by the Trustee to

                                       12

<PAGE>   21


the Depositary or pursuant to the Depositary's instruction and (v) shall bear a
legend in accordance with the requirements of the Depositary.

                  (b)      Notwithstanding any other provision of this Section
2.03 or of Section 3.03, subject to the provisions of paragraph (c) below,
unless the terms of a Global Security expressly permit such Global Security to
be exchanged in whole or in part for individual Junior Subordinated Notes, a
Global Security may be transferred, in whole but not in part and in the manner
provided in Section 3.03, only to a nominee of the Depositary for such Global
Security, or to the Depositary, or to a successor Depositary for such Global
Security selected or approved by the Company, or to a nominee of such successor
Depositary.

                  (c)      (1) If at any time the Depositary for a Global
Security notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time the Depositary for the
Junior Subordinated Notes for such series shall no longer be eligible or in
good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to such Global Security. If a successor Depositary for
such Global Security is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the
Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Junior Subordinated Notes of such
series in exchange for such Global Security, will authenticate and deliver
individual Junior Subordinated Notes of such series of like tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of the Global Security in exchange for such Global Security.

                           (2)      The Company may at any time and in its sole
discretion determine that the Junior Subordinated Notes of any series issued or
issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company
will execute, and the Trustee, upon receipt of a Company Request for the
authentication and delivery of individual Junior Subordinated Notes of such
series in exchange in whole or in part for such Global Security, will
authenticate and deliver individual Junior Subordinated Notes of such series of
like tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of such Global Security or Securities representing such
series in exchange for such Global Security or Securities.

                           (3)      If specified by the Company pursuant to
Section 3.01 with respect to Junior Subordinated Notes issued or issuable in
the form of a Global Security, the Depositary for such Global Security may
surrender such Global Security in exchange in whole or in part for individual
Junior Subordinated Notes of such series of like tenor and terms in definitive
form on such terms as are acceptable to the Company and such Depositary.
Thereupon the Company shall execute, and the Trustee shall authenticate and
deliver, without service charge, (A) to each Person specified by such
Depositary a new Junior Subordinated Note or Notes of the same series of like
tenor and terms and of any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such Person's
beneficial interest in the Global Security; and

                                       13

<PAGE>   22

(B) to such Depositary a new Global Security of like tenor and terms and in an
authorized denomination equal to the difference, if any, between the principal
amount of the surrendered Global Security and the aggregate principal amount of
Junior Subordinated Notes delivered to Holders thereof.

                           (4)      In any exchange provided for in any of the
preceding three paragraphs, the Company will execute and the Trustee will
authenticate and deliver individual Junior Subordinated Notes in definitive
form in authorized denominations. Upon the exchange of the entire principal
amount of a Global Security for individual Junior Subordinated Notes, such
Global Security shall be cancelled by the Trustee. Except as provided in the
preceding section, Junior Subordinated Notes issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. Provided that the Company and the Trustee have so agreed,
the Trustee shall deliver such Junior Subordinated Notes to the Persons in
whose names the Junior Subordinated Notes are registered.

                           (5)      Any endorsement of a Global Security to
reflect the amount, or any increase or decrease in the amount, or changes in
the rights of Holders, of Outstanding Junior Subordinated Notes represented
thereby shall be made in such manner and by such Person or Persons as shall be
specified therein or in the Company Order to be delivered pursuant to Section
3.02 with respect thereto. Subject to the provisions of Section 3.02, the
Trustee shall deliver and redeliver any such Global Security in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.02 has been,
or simultaneously is, delivered, any instructions by the Company with respect
to such Global Security shall be in writing but need not be accompanied by or
contained in an Officers' Certificate and need not be accompanied by an Opinion
of Counsel.

                                 ARTICLE THREE

                         THE JUNIOR SUBORDINATED NOTES

                  SECTION 3.01.     AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

                  The Junior Subordinated Notes may be issued in one or more
series. There may be established, pursuant to one or more indentures
supplemental hereto, prior to the issuance of Junior Subordinated Notes of any
series,

                  (1)      the title of the Junior Subordinated Notes of the
series (which shall distinguish the Junior Subordinated Notes of the series
from Junior Subordinated Notes of all other series);

                                       14

<PAGE>   23

                  (2)      any limit upon the aggregate principal amount of the
Junior Subordinated Notes of the series which may be authenticated and
delivered under this Indenture (except for Junior Subordinated Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Junior Subordinated Notes of the series pursuant to
Sections 2.03, 3.03, 3.04, 9.07 or 11.07);

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

                  (4)      the date or dates on which the principal of the
Junior Subordinated Notes of the series is payable, and the right, if any, to
extend or advance the Stated Maturity of the Junior Subordinated Notes and the
conditions to such extension or advancement;

                  (5)      the rate or rates at which the Junior Subordinated
Notes of the series shall bear interest, if any, or any method by which such
rate or rates shall be determined, the date or dates from which such interest
shall accrue, the Interest Payment Dates on which such interest shall be
payable, the Regular Record Date for the interest payable on Junior
Subordinated Notes on any Interest Payment Date and the basis upon which
interest shall be calculated if other than that of a 360-day year consisting of
twelve 30-day months;

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

                  (7)      the period or periods within which, the price or
prices at which and the terms and conditions upon which Junior Subordinated
Notes of the series may be redeemed, in whole or in part, at the option of the
Company;

                  (8)      the obligation, if any, of the Company to redeem or
purchase Junior Subordinated Notes of the series pursuant to any sinking fund
or analogous provision 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, Junior Subordinated Notes of the series shall be
redeemed or purchased, in whole or in part, pursuant to such obligation;

                  (9)      the denominations in which Junior Subordinated Notes
of the series shall be issuable;

                  (10)     if the amount of payments of principal of (and
premium, if any) or interest (including Additional Interest) on the Junior
Subordinated Notes of the series may be determined with reference to an index
or formula, the manner in which such amounts shall be determined;

                                       15

<PAGE>   24

                  (11)     if other than the principal amount thereof, the
portion of the principal amount of Junior Subordinated Notes of the series
which shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.02;

                  (12)     any deletions from, modifications of or additions to
the Events of Default or covenants of the Company as provided herein pertaining
to the Junior Subordinated Notes of the series, and any change in the rights of
the Trustee or Holders of such series pursuant to Section 9.01 or 9.02;

                  (13)     any additions to the definitions currently set forth
in this Indenture with respect to such series;

                  (14)     whether the Junior Subordinated Notes of the series
shall be issued in whole or in part in the form of a Global Security or
Securities; the terms and conditions, if any, upon which such Global Security
or Securities may be exchanged in whole or in part for certificated Junior
Subordinated Notes of such series and of like tenor of any authorized
denomination and the circumstances under which such exchange may occur, if
other than in the manner provided for in Section 2.03; the Depositary for such
Global Security or Securities; and the form of any legend or legends to be
borne by any such Global Security in addition to or in lieu of the legend
referred to in Section 2.03;

                  (15)     the right, if any, of the Company to extend the
interest payment periods of such series of Junior Subordinated Notes, including
the maximum duration of any such extension or extensions, the Additional
Interest, if any, payable on such Junior Subordinated Notes during any
extension of the interest payment period and any notice (which shall include
notice to the Trustee) that must be given upon the exercise of such right to
extend interest payment periods;

                  (16)     any  restriction  or condition on the
transferability  of such Junior Subordinated Notes; and

                  (17)     any other terms of the series.

                  All Junior Subordinated Notes of any one series shall be
substantially identical except as to the date or dates from which interest, if
any, shall accrue and denomination and except as may otherwise be provided in
the terms of such Junior Subordinated Notes determined or established as
provided above. All Junior Subordinated Notes of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened for issuances of additional Junior Subordinated Notes of such series.

                  SECTION 3.02.     EXECUTION, AUTHENTICATION, DELIVERY AND
DATING.

                  The Junior Subordinated Notes shall be executed on behalf of
the Company by its Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant

                                       16

<PAGE>   25


Secretaries. The signature of any of these officers on the Junior Subordinated
Notes may be manual or facsimile.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Junior Subordinated Notes
of any series executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Junior Subordinated Notes, and the Trustee, in accordance with the Company
Order, shall authenticate and deliver such Junior Subordinated Notes. If all of
the Junior Subordinated Notes of any series are not to be issued at one time
and if the supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Junior Subordinated Notes and determining the terms of
particular Junior Subordinated Notes of such series, such as interest rate,
maturity date, date of issuance and date from which interest shall accrue. In
authenticating Junior Subordinated Notes hereunder, and accepting the
additional responsibilities under this Indenture in relation to such Junior
Subordinated Notes, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon:

                  (1)      an Opinion of Counsel, to the effect that:

                  (a) the form and terms of such Junior Subordinated Notes or
the manner of determining such terms have been established in conformity with
the provisions of this Indenture; and

                  (b) such Junior Subordinated Notes, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with
their terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting
the enforcement of creditors' rights and to general equity principles; and

                  (2)      an Officers' Certificate stating, to the best
knowledge of each signer of such certificate, that no event which is, or after
notice or lapse of time would become, an Event of Default with respect to any
of the Junior Subordinated Notes shall have occurred and be continuing.

                  The Trustee shall not be required to authenticate such Junior
Subordinated Notes if the issue of such Junior Subordinated Notes pursuant to
this Indenture will affect the Trustee's own rights, duties or immunities under
the Junior Subordinated Notes and

                                       17

<PAGE>   26

this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee. If all the Junior Subordinated Notes of any series are not to be
issued at one time, it shall not be necessary to deliver an Opinion of Counsel
and Officers' Certificate at the time of issuance of each such Junior
Subordinated Note, but such opinion and certificate shall be delivered at or
before the time of issuance of the first Junior Subordinated Note of such
series to be issued.

                  Each Junior Subordinated Note shall be dated the date of its
authentication.

                  No Junior Subordinated Note shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Junior Subordinated Note a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Junior Subordinated Note shall be
conclusive evidence, and the only evidence, that such Junior Subordinated Note
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

                  SECTION 3.03.     REGISTRATION, REGISTRATION OF TRANSFER AND
EXCHANGE.

                  The Company shall cause to be kept at the office of the
security registrar designated pursuant to this Section 3.03 or Section 10.02
(the "Securities Registrar") a register (referred to as the "Security
Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Junior
Subordinated Notes and of transfers and exchanges of Junior Subordinated Notes.
The Trustee is hereby initially appointed as Security Registrar for the purpose
of registering Junior Subordinated Notes and transfers and exchanges of Junior
Subordinated Notes as herein provided.

                  Subject to Section 2.03, upon surrender for registration of
transfer of any Junior Subordinated Note of any series at the office or agency
maintained for such purpose for such series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Junior Subordinated Notes of the
same series, Stated Maturity and original issue date, of any authorized
denominations and of like tenor and aggregate principal amount.

                  Subject to Section 2.03, Junior Subordinated Notes of any
series may be exchanged, at the option of the Holder, for Junior Subordinated
Notes of the same series, Stated Maturity and original issue date, of any
authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Junior Subordinated Notes to be exchanged at any such office
or agency.

                  Whenever any Junior Subordinated Notes are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Junior Subordinated Notes that the Holder making the exchange is
entitled to receive.

                                       18

<PAGE>   27

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

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

                  No service charge shall be made for any registration of
transfer or exchange of Junior Subordinated Notes, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Junior Subordinated Notes, other than exchanges pursuant to Section 3.04, 9.07
or 11.07 not involving any transfer.

                  The Company shall not be required (i) to issue, to register
the transfer of or to exchange Junior Subordinated Notes of any series during a
period of 15 days immediately preceding the date notice is given identifying
the serial numbers of the Junior Subordinated Notes of that series called for
redemption, or (ii) to issue, to register the transfer of or to exchange any
Junior Subordinated Notes so selected for redemption in whole or in part,
except the unredeemed portion of any Junior Subordinated Note being redeemed in
part.

                  None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

                  SECTION 3.04.     MUTILATED, DESTROYED, LOST AND STOLEN JUNIOR
SUBORDINATED NOTES.

                  If any mutilated Junior Subordinated Note is surrendered to
the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Junior Subordinated Note of the same series,
Stated Maturity and original issue date, and of like tenor and principal amount
and bearing a number not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Junior Subordinated Note and (ii) such security or indemnity as may be required
by them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or the Trustee that such Junior
Subordinated Note has been acquired by a protected purchaser, the Company shall
execute and upon its request the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Junior Subordinated Note, a new
Junior

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<PAGE>   28


Subordinated Note of the same series, Stated Maturity and original issue date,
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

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

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

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

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

                  SECTION 3.05.     PAYMENT OF INTEREST; INTEREST RIGHTS
PRESERVED.

                  Unless otherwise provided as contemplated by Section 3.01
with respect to any series of Junior Subordinated Notes, interest (including
Additional Interest) on any Junior Subordinated Note that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Junior Subordinated Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.

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

                  (1)      The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Junior Subordinated Notes
of such series (or their respective Predecessor Securities) are registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Junior Subordinated Note of such series

                                       20

<PAGE>   29

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

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

                  Subject to the foregoing provisions of this Section, each
Junior Subordinated Note delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Junior Subordinated Note
shall carry the rights to interest accrued (including Additional Interest, if
any) and unpaid, and to accrue (including Additional Interest, if any), which
were carried by such other Junior Subordinated Note.

                  SECTION 3.06.     PERSONS DEEMED OWNERS.

                  Prior to due presentment of a Junior Subordinated Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Junior Subordinated Note
is registered as the absolute owner of such Junior Subordinated Note for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Section 3.05) interest (including Additional Interest, if any) on such
Junior Subordinated Note and for all other purposes whatsoever, whether or not
such Junior Subordinated Note be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


                                       21

<PAGE>   30

                  SECTION 3.07.     CANCELLATION.

                  All Junior Subordinated Notes surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by the
Trustee. The Company may at any time deliver to the Trustee for cancellation
any Junior Subordinated Notes previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Junior
Subordinated Notes so delivered shall be canceled by the Trustee. No Junior
Subordinated Notes shall be authenticated in lieu of or in exchange for any
Junior Subordinated Notes canceled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Junior Subordinated Notes
held by the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures unless the Company by Company Order shall otherwise
direct.

                  SECTION 3.08.     COMPUTATION OF INTEREST.

                  Except as otherwise specified as contemplated by Section 3.01
for Junior Subordinated Notes of any series, interest on the Junior
Subordinated Notes of each series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  SECTION 4.01.     SATISFACTION AND DISCHARGE OF INDENTURE.

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

                  (1)      either

                  (A)      all Junior Subordinated Notes theretofore
         authenticated and delivered (other than (i) Junior Subordinated Notes
         that have been destroyed, lost or stolen and that have been replaced
         as provided for in Section 3.04 and (ii) Junior Subordinated Notes for
         whose payment money has theretofore been deposited in trust or
         segregated and held in trust by the Company and thereafter repaid to
         the Company or discharged from such trust, as provided in Section
         10.03) have been delivered to the Trustee for cancellation; or

                  (B)      all such Junior Subordinated Notes not theretofore
         delivered to the Trustee for cancellation have become due and payable,
         or have been called for redemption, and the Company, in the case of
         (B) above, has deposited or caused

                                       22

<PAGE>   31


         to be deposited with the Trustee as funds in trust for the purpose
         described above an amount sufficient to pay and discharge the entire
         indebtedness on such Junior Subordinated Notes not theretofore
         delivered to the Trustee for cancellation, for principal (and premium,
         if any) and interest to the date of the Stated Maturity or Redemption
         Date, as the case may be, or if later, the date of payment;

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

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

                  In the event there are Junior Subordinated Notes of two or
more series hereunder, the Trustee shall be required to execute an instrument
acknowledging satisfaction and discharge of this Indenture only if requested to
do so with respect to Junior Subordinated Notes of all series as to which it is
Trustee and if the other conditions thereto are met. In the event there are two
or more Trustees hereunder, then the effectiveness of any such instrument shall
be conditioned upon receipt of such instruments from all Trustees hereunder.

                  If, subsequent to the date a discharge is effected pursuant
to this Section 4.01, Additional Interest (in excess of that established as of
the date such discharge is effected) becomes payable in respect of the series
of Junior Subordinated Notes discharged, in order to preserve the benefits of
the discharge established hereunder, the Company shall irrevocably deposit or
cause to be irrevocably deposited in accordance with the provisions of this
Section 4.01, within 10 Business Days prior to the date the first payment in
respect of any portion of such excess Additional Interest becomes due, such
additional funds as are necessary to satisfy the provisions of this Section
4.01 as if a discharge were being effected as of the date of such subsequent
deposit. Failure to comply with the requirements of this paragraph shall result
in the termination of the benefits of the discharge established by this Section
4.01.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.07,
the obligations of the Trustee to any Authenticating Agent under Section 6.14
and, if money shall have been deposited with the Trustee pursuant to subclause
(B) of clause (1) of this Section, the obligations of the Trustee under Section
4.02 and the last paragraph of Section 10.03 shall survive.

                  SECTION 4.02.     APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be
held in trust and applied by it, in accordance with the provisions of the
Junior Subordinated Notes, and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company or an Affiliate acting as
its own Paying Agent) as the Trustee may determine, to the Persons

                                       23

<PAGE>   32


entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

                  SECTION 5.01.     EVENTS OF DEFAULT.

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

                  (1)      default in the payment of any interest upon any
Junior Subordinated Note of that series when it becomes due and payable on an
Interest Payment Date other than at Maturity, including Additional Interest (as
defined in clause (ii) of the definition thereof) in respect thereof, and
continuance of such default for a period of 10 days; provided, however, that
(i) a valid extension of the interest payment period by the Company pursuant to
the terms of a supplemental indenture authorizing the Junior Subordinated Notes
of that series shall not constitute a default in the payment of interest for
this purpose and (ii) no such default shall be deemed to exist if, on or prior
to the date on which such interest became due, the Company shall have made a
payment sufficient to pay such interest pursuant to the Guarantee related to
the Trust Securities of the Securities Trust owning such series of Junior
Subordinated Notes, and shall have delivered a notice to the Trustee to that
effect; or

                  (2)      default in payment of Additional Interest (as
defined in clause (i) of the definition thereof) and the continuance of such
default for a period of 10 days; or

                  (3)      default in the payment of the principal of, (or
premium, if any) or interest (including Additional Interest as defined in
clause (ii) of the definition thereof) on any Junior Subordinated Note of that
series at its Maturity; provided, however, that no such default in the payment
of principal (or premium, if any) or interest (including Additional Interest as
defined in clause (ii) of the definition thereof) shall be deemed to exist if,
on or prior to the date such principal (and premium, if any) or interest
(including Additional Interest as defined in clause (ii) of the definition
thereof) became due, the Company shall have made a payment sufficient to pay
such principal (and premium, if any) or interest (including Additional Interest
as defined in clause (ii) of the definition thereof) pursuant to the Guarantee
related to the Trust Securities of the Securities Trust owning such series of
Junior Subordinated Notes, and shall have delivered a notice to the Trustee to
that effect; or

                                       24

<PAGE>   33

                  (4)      default in the deposit of any sinking fund payment,
when and as due by the terms of a Junior Subordinated Note of that series and
continuance of such default for a period of three Business Days; or

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

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

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

                  (8)      any other Event of Default provided with respect to
Junior Subordinated Notes of that series in the supplemental indenture
authorizing such series.

                  SECTION 5.02.     ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT.

                                       25

<PAGE>   34

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

                  At any time after such a declaration of acceleration with
respect to Junior Subordinated Notes of any series has been made and before a
judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of not less than a
majority in principal amount of the Outstanding Junior Subordinated Notes of
that series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if

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

                  (A)      all overdue interest (including any Additional
         Interest) on all Junior Subordinated Notes of that series,

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

                  (C)      to the extent that payment of such interest is
         lawful, interest upon overdue interest (including any Additional
         Interest) at the rate or rates prescribed therefor in such Junior
         Subordinated Notes, and

                  (D)      all sums paid or advanced by the Trustee hereunder
         and the reasonable compensation, expenses, disbursements and advances
         of the Trustee, its agents and counsel, and any other amounts due to
         the Trustee under Section 6.07; and

                  (2)      all Events of Default with respect to Junior
Subordinated Notes of that series, other than the non-payment of the principal
of Junior Subordinated Notes of that series which have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 5.13.

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

                  SECTION 5.03.     COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE.

                                       26

<PAGE>   35

                  The Company covenants that if an Event of Default occurs
under Section 5.01(1), (2), (3) or (4) with respect to any Junior Subordinated
Notes the Company will, upon demand of the Trustee, pay to it, for the benefit
of the Holders of such Junior Subordinated Notes, the whole amount then due and
payable on such Junior Subordinated Notes for principal (and premium, if any)
and interest (including Additional Interest, if any) and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal (and premium, if any) and on any overdue interest (including
Additional Interest, if any), at the rate or rates prescribed therefor in such
Junior Subordinated Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due to the Trustee under
Section 6.07.

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

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

                  SECTION 5.04.     TRUSTEE MAY FILE PROOFS OF CLAIM.

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

                  (1)      to file and prove a claim for the whole amount of
principal (and premium, if any) and interest owing and unpaid in respect of the
Junior Subordinated Notes and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and

                                       27

<PAGE>   36

counsel, and any other amounts due to the Trustee under Section 6.07) and of
the Holders of Junior Subordinated Notes allowed in such judicial proceeding,
and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Junior Subordinated Notes to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Junior Subordinated Notes, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07.

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

                  SECTION 5.05.     TRUSTEE MAY ENFORCE CLAIMS WITHOUT
POSSESSION OF JUNIOR SUBORDINATED NOTES.

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

                  SECTION 5.06.     APPLICATION OF MONEY COLLECTED.

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

                  First:  To the payment of all amounts due the Trustee under
Section 6.07; and

                  Second: Subject to Article Thirteen, to the payment of the
amounts then due and unpaid for principal of (and premium, if any) and interest
(including Additional Interest, if any) on the Junior Subordinated Notes in
respect of which or for the benefit of

                                       28

<PAGE>   37

which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Junior Subordinated
Notes for principal (and premium, if any) and interest (including Additional
Interest, if any), respectively; and

                  Third:  The balance, if any, to the Person or Persons
entitled thereto.

                  SECTION 5.07.     LIMITATION ON SUITS.

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

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

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

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

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

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

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

                  SECTION 5.08.     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST.

                  Notwithstanding any other provision in this Indenture but
subject to Article Thirteen, (1) the Holder of any Junior Subordinated Notes
shall have the right, which is absolute and unconditional, to receive payment
of the principal of (and premium, if any) and (subject to Section 3.05)
interest (including any Additional Interest) on such Junior Subordinated Note
on the due dates expressed in such Junior Subordinated Note (or, in the case of
redemption, on the Redemption Date) and to institute suit for the


                                       29

<PAGE>   38

enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder; and (2) so long as the Junior Subordinated Notes of
any series are held by a Securities Trust, a registered holder of preferred
securities issued by such Securities Trust may institute a legal proceeding
directly against the Company, without first instituting a legal proceeding
directly against or requesting or directing that action be taken by the
Property Trustee of such Securities Trust or any other Person, for enforcement
of payment to such registered holder of principal of or interest on Junior
Subordinated Notes of such series having a principal amount equal to the
aggregate stated liquidation amount of such preferred securities of such
registered holder on or after the due dates therefor specified or provided for
in the Junior Subordinated Notes of such series.

                  SECTION 5.09.     RESTORATION OF RIGHTS AND REMEDIES.

                  If the Trustee or any Holder of a Junior Subordinated Note
has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders of Junior Subordinated Notes shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

                  SECTION 5.10.     RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Junior Subordinated Notes in
the last paragraph of Section 3.04, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Junior Subordinated Notes is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

                  SECTION 5.11.     DELAY OR OMISSION NOT WAIVER.

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

                                       30

<PAGE>   39

                  SECTION 5.12.     CONTROL BY HOLDERS OF JUNIOR SUBORDINATED
NOTES.

                  The Holders of not less than a majority in principal amount
of the Outstanding Junior Subordinated Notes of any series shall have the right
to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Junior Subordinated Notes of such series,
provided that

                  (1)      such direction shall not be in conflict with any
rule of law or with this Indenture, and could not involve the Trustee in
personal liability in circumstances where reasonable indemnity would not be
adequate,

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

                  (3)      subject to the provisions of Section 6.01, the
Trustee shall have the right to decline to follow such direction if a
Responsible Officer of the Trustee shall, in good faith, determine that such
proceeding so directed would be unjustly prejudicial to the Holders not joining
in any such direction or would involve the Trustee in personal liability.

                  SECTION 5.13.     WAIVER OF PAST DEFAULTS.

                  Subject to Section 5.02, the Holders of not less than a
majority in principal amount of the Outstanding Junior Subordinated Notes of
any series may, on behalf of the Holders of all the Junior Subordinated Notes
of such series, waive any past default hereunder with respect to such series
and its consequences, except a default

                  (1)      in the payment of the principal of (or premium, if
any) or interest (including Additional Interest) on any Junior Subordinated
Note of such series, or

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

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

                  SECTION 5.14.     UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Holder of any
Junior Subordinated Note by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or

                                       31

<PAGE>   40

omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Junior Subordinated Notes of any series, or
to any suit instituted by any Holder of any Junior Subordinated Note for the
enforcement of the payment of the principal of (or premium, if any) or interest
(including Additional Interest) on any Junior Subordinated Note on or after the
Stated Maturity or Maturities expressed in such Junior Subordinated Note (or,
in the case of redemption, on or after the Redemption Date).

                  SECTION 5.15.     WAIVER OF STAY OR EXTENSION LAWS.

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

                                  ARTICLE SIX

                                  THE TRUSTEE

                  SECTION 6.01.     CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a)      Except during the continuance of an Event of Default
with respect to Junior Subordinated Notes of any series,

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

                           (2)      in the absence of bad faith on its part,
the Trustee may, with respect to Junior Subordinated Notes of such series,
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; 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.

                                       32

<PAGE>   41

                  (b)      In case an Event of Default with respect to Junior
Subordinated Notes of any series has occurred and is continuing, the Trustee
shall exercise, with respect to Junior Subordinated Notes of such 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 man would exercise or
use under the circumstances in the conduct of his own affairs.

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

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

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

                           (3)      the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of a majority in principal amount
of the Outstanding Junior Subordinated Notes of any series 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 Junior Subordinated Notes of such series;
and

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

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

                  SECTION 6.02.     NOTICE OF DEFAULTS.

                  Within 90 days after the occurrence of any default hereunder
with respect to the Junior Subordinated Notes of any series, the Trustee shall
transmit by mail to all Holders of Junior Subordinated Notes of such series
entitled to receive reports pursuant to Section 313(c) of the Trust Indenture
Act, notice of all defaults hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium, if any) or interest
(including Additional Interest) on any Junior Subordinated Note of such series
or in the payment of any sinking fund installment with respect to Junior
Subordinated Notes of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or


                                       33

<PAGE>   42

Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Junior
Subordinated Notes of such series; and provided, further, that in the case of
any default of the character specified in Section 5.01(5) with respect to
Junior Subordinated Notes of such series, no such notice to Holders shall be
given until at least 45 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to Junior
Subordinated Notes of such series.

                  SECTION 6.03.     CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 6.01:

                  (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, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

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

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

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

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

                  (f)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit;

                  (g)      the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the

                                       34

<PAGE>   43

Trustee shall not be responsible for any misconduct or negligence on the part
of any agent or attorney appointed with due care by it hereunder;

                  (h)      the Trustee shall not be charged with knowledge of
any Event of Default with respect to the Junior Subordinated Notes of any
series for which it is acting as Trustee unless either (1) a Responsible
Officer of the Trustee shall have actual knowledge of the Event of Default or
(2) written notice of such Event of Default shall have been given to the
Trustee by the Company, any other obligor on such Junior Subordinated Notes or
by any Holder of such Junior Subordinated Notes; and

                  (i)      the Trustee shall not be liable for any action
taken, suffered, or omitted to be taken by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture.

                  SECTION 6.04.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
JUNIOR SUBORDINATED NOTES.

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

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Trust Securities and shall be entitled to rely on the delivery
to it of a written notice by a Person representing himself to be a holder of a
Trust Security to establish that such Person is such a holder. The Trustee may
conclusively rely on an Officers' Certificate as evidence that the holders of
the necessary percentage of liquidation preference of Trust Securities have
taken any action contemplated hereunder and shall have no duty to investigate
the truth or accuracy of any statement contained therein.

                  SECTION 6.05.     MAY HOLD JUNIOR SUBORDINATED NOTES.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Junior Subordinated Notes
and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.

                  SECTION 6.06.     MONEY HELD IN TRUST.

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

                                       35

<PAGE>   44

                  SECTION 6.07.     COMPENSATION AND REIMBURSEMENT.

                  The Company agrees

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

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

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

                  As security for the performance of the obligations of the
Company under this Section the Trustee shall have a lien prior to the Junior
Subordinated Notes upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the payment of principal of, premium,
if any, or interest, if any, on particular Junior Subordinated Notes.

                  This indemnification shall survive the resignation or removal
of the Trustee and the termination of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.01(6) or (7) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor
statute.

                                       36

<PAGE>   45

                  SECTION 6.08.     DISQUALIFICATION; CONFLICTING INTERESTS.

                  If the Trustee has or shall acquire any conflicting interest,
within the meaning of the Trust Indenture Act, it shall, within 90 days after
ascertaining that it has such conflicting interest, either eliminate such
conflicting 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 6.09.     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000, subject to supervision or examination by
federal or state authority and qualified and eligible under this Article and
otherwise permitted by the Trust Indenture Act to act as Trustee under an
Indenture qualified under the Trust Indenture Act. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

                  SECTION 6.10.     RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.11.

                  (b)      The Trustee may resign at any time with respect to
the Junior Subordinated Notes of one or more series by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 6.11 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Junior Subordinated Notes of such series.

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


                  (d)      If at any time:

                                       37

<PAGE>   46

                           (1)      the Trustee shall fail to comply with
Section 6.08 after written request therefor by the Company or by any Holder of
a Junior Subordinated Note who has been a Holder of a Junior Subordinated Note
for at least six months, or

                           (2)      the Trustee shall cease to be eligible
under Section 6.09 and shall fail to resign after written request therefor by
the Company or by any such Holder, or

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

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Junior Subordinated Notes, or (ii) subject to
Section 5.14, any Holder of a Junior Subordinated Note who has been a bona fide
Holder of a Junior Subordinated Note for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Junior
Subordinated Notes and the appointment of a successor Trustee or Trustees.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Junior Subordinated Notes of one or more series,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Junior Subordinated Notes of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Junior Subordinated Notes of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Junior Subordinated Notes of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Junior Subordinated Notes of any series
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Junior Subordinated Notes of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11, become the successor Trustee with
respect to the Junior Subordinated Notes of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Junior Subordinated Notes of any series shall have
been so appointed by the Company or the Holders of Junior Subordinated Notes
and accepted appointment in the manner required by Section 6.11, any Holder of
a Junior Subordinated Note who has been a bona fide Holder of a Junior
Subordinated Note of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Junior Subordinated Notes of such series.

                  (f)      The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Junior Subordinated Notes
of any series and each

                                       38

<PAGE>   47


appointment of a successor Trustee with respect to the Junior Subordinated
Notes of any series by mailing written notice of such event by first-class
mail, postage prepaid, to all Holders of such series of Junior Subordinated
Notes as their names and addresses appear in the Security Register.

                  SECTION 6.11.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

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

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

                                       39

<PAGE>   48

money held by such retiring Trustee hereunder with respect to the Junior
Subordinated Notes of that or those series to which the appointment of such
successor Trustee relates.

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


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

                  (e)      Notwithstanding the replacement of the Trustee
pursuant to Section 6.10, the Company's obligations under Section 6.07 shall
continue for the benefit of the retiring Trustee with respect to expenses,
losses and liabilities incurred by it prior to such replacement.

                  SECTION 6.12.     MERGER, CONVERSION, CONSOLIDATION OR
SUCCESSION TO BUSINESS.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Junior Subordinated Notes 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 Junior Subordinated Notes so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Junior Subordinated Notes.

                  SECTION 6.13.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY.

                  If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Junior Subordinated Notes), the Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Company (or any such other obligor). For
purposes of Section 311(b)(4) and (6) of the Trust Indenture Act:

                  (a)      "cash transaction" means any transaction in which
full payment for goods or securities sold is made within seven days after
delivery of the goods or securities in currency or in checks or other orders
drawn upon banks or bankers and payable upon demand; and

                                       40

<PAGE>   49

                  (b)      "self-liquidating paper" means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or incurred
by the Company (or any such obligor) for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company
(or any such obligor) arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.

                  SECTION 6.14.     APPOINTMENT OF AUTHENTICATING AGENT.

                  At any time when any of the Junior Subordinated Notes remain
Outstanding the Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Junior Subordinated Notes that shall be
authorized to act on behalf of the Trustee to authenticate Junior Subordinated
Notes of such series issued upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.04, and Junior Subordinated Notes
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Junior Subordinated Notes by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

                                       41

<PAGE>   50

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of Junior
Subordinated Notes, if any, of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

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

                  The provisions of Sections 3.06, 6.04 and 6.05 shall be
applicable to each Authenticating Agent.

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

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

                      The Chase Manhattan Bank, as Trustee

                                       By
                            As Authenticating Agent
                                       By
                              Authorized Signatory

                                 ARTICLE SEVEN
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 7.01.     COMPANY TO FURNISH TRUSTEE NAMES AND
ADDRESSES OF HOLDERS.

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

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<PAGE>   51

                  (a)      semi-annually, not later than June 1 and December 1,
in each year, a list, in such form as the Trustee may reasonably require,
containing all the information in the possession or control of the Company, or
any of its Paying Agents other than the Trustee, as to the names and addresses
of the Holders of Junior Subordinated Notes as of the preceding May 15 or
November 15, as the case may be, and

                  (b)      at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of the most recent Regular Record Date;

provided, however, that no such list need be provided so long as the Trustee is
the Security Registrar.

                  SECTION 7.02.     PRESERVATION OF INFORMATION; COMMUNICATIONS
TO HOLDERS.

                  (a)      The Trustee shall comply with the obligations
imposed on it pursuant to Section 312 of the Trust Indenture Act.

                  (b)      Every Holder of Junior Subordinated Notes, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Junior Subordinated Notes in accordance
with Section 312(b) of the Trust Indenture Act, 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 312(b) of the Trust Indenture Act.

                  SECTION 7.03. REPORTS BY TRUSTEE.

                  (a)      Within 60 days after May 15 of each year commencing
with the first May 15 after the first issuance of Junior Subordinated Notes
pursuant to this Indenture, if required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit a brief report dated as of such May
15 with respect to any of the events specified in such Section 313(a) that may
have occurred since the later of the immediately preceding May 15 and the date
of this Indenture.

                  (b)      The Trustee shall transmit the reports required by
Section 313(b) of the Trust Indenture Act at the times specified therein.

                  (c)      Reports pursuant to this Section shall be
transmitted in the manner and to the Persons required by Sections 313(c) and
(d) of the Trust Indenture Act.

                  SECTION 7.04.     REPORTS BY COMPANY.

                  The Company, pursuant to Section 314(a) of the Trust
Indenture Act, shall:

                                       43

<PAGE>   52

                  (1)      file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) that the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended; or, if the Company is not required to file
information, documents or reports pursuant to either of said Sections, then it
shall file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

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

                  (3)      transmit, within 30 days after the filing thereof
with the Trustee, to the Holders of Junior Subordinated Notes, in the manner
and to the extent provided in Section 313(c) of the Trust Indenture Act, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to paragraphs (1) and (2) of this Section 7.04 as may be
required by rules and regulations prescribed from time to time by the
Commission; and

                  (4)      notify the Trustee when and as the Junior
Subordinated Notes of any series become admitted to trading on any national
securities exchange.

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 8.01.     COMPANY MAY CONSOLIDATE, ETC., ONLY ON
CERTAIN TERMS.

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

                  (1)      in case the Company shall consolidate with or merge
into another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a corporation organized and
existing under the laws of the United States of America, any State thereof

                                       44

<PAGE>   53

or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest (including Additional Interest) on all the
Junior Subordinated Notes and the performance of every covenant of this
Indenture on the part of the Company to be performed or observed;

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

                  (3)      the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease complies with this Article
and that all conditions precedent herein provided for relating to such
transaction have been complied with.

                  SECTION 8.02.     SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation by the Company with or merger by the
Company into any corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.01, the successor corporation formed by such consolidation or
into which the Company is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Junior Subordinated
Notes.

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

                  SECTION 9.01.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS.

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

                  (1)      to evidence the succession of another corporation to
the Company and the assumption by any such successor of the covenants of the
Company herein and in the Junior Subordinated Notes; or

                  (2)      to add to the covenants of the Company for the
benefit of the Holders of all or any series of Junior Subordinated Notes (and
if such covenants are to be for the benefit of less than all series of Junior
Subordinated Notes, stating that such

                                       45

<PAGE>   54

covenants are expressly being included solely for the benefit of such series)
or to surrender any right or power herein conferred upon the Company; or

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

                  (4)      to add to or change any of the provisions of this
Indenture, to change or eliminate any restrictions on the payment of principal
(or premium, if any) on Junior Subordinated Notes or to permit the issuance of
Junior Subordinated Notes in uncertificated form, provided any such action
shall not adversely affect the interests of the Holders of Junior Subordinated
Notes of any series in any material respect; or

                  (5)      to change or eliminate any of the provisions of this
Indenture with respect to any series of Junior Subordinated Notes theretofore
unissued; or

                  (6)      to secure the Junior Subordinated Notes; or

                  (7)      to  establish  the form or terms of  Junior
Subordinated  Notes of any series as permitted by Sections 2.01 and 3.01; or

                  (8)      to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Junior
Subordinated Notes of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 6.11(b); or

                  (9)      to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make provisions with respect to matters or questions arising under this
indenture, provided such action shall not adversely affect the interests of the
Holders of Junior Subordinated Notes of any series or holders of outstanding
Trust Securities in any material respect; or

                  (10)     subject to Section 9.03(a), to make any change in
Article Thirteen that would limit or terminate the benefits available to any
holder of Senior Indebtedness under such Article; or

                  (11)     to modify, eliminate or add to the provisions of
this Indenture to such extent as shall be necessary to effect the qualification
of this Indenture under the Trust Indenture Act or under any similar federal
statute hereafter enacted, and to add to this Indenture such other provisions
as may be expressly required by the Trust Indenture Act.

                  SECTION 9.02.     SUPPLEMENTAL INDENTURES WITH CONSENT OF
HOLDERS.

                  With the consent of the Holders of not less than a majority
in principal amount of the Outstanding Junior Subordinated Notes of each series
affected by such supplemental indenture, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may


                                       46

<PAGE>   55

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

                  (1)      change the Stated Maturity of the principal of, or
any installment of principal of or interest on, any Junior Subordinated Note,
or reduce the principal amount thereof or the rate of interest (including
Additional Interest) thereon or any premium payable upon the redemption
thereof, or change the method of calculating the rate of interest thereon, or
impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date), or

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

                  (3)      modify any of the provisions of this Section 9.02,
Section 5.13 or Section 10.08, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Junior
Subordinated Note affected thereby; provided, however, that this clause shall
not be deemed to require the consent of any Holder of a Junior Subordinated
Note with respect to changes in the references to "the Trustee" and concomitant
changes in this Section and Section 10.08, or the deletion of this proviso, in
accordance with the requirements of Sections 6.11(b) and 9.01(8), or

                  (4)      modify the provisions of this Indenture with respect
to the subordination of the Junior Subordinated Notes in a manner adverse to
such Holder.

                  SECTION 9.03.     GENERAL PROVISIONS REGARDING SUPPLEMENTAL
INDENTURE.

                  (a)      A supplemental indenture entered into pursuant to
Section 9.01 or Section 9.02 may not make any change that adversely affects the
rights under Article Thirteen of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or any group or
representative thereof authorized to give a consent) consent to such change.

                  (b)      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 Junior
Subordinated Notes, or which modifies the rights of the Holders of Junior
Subordinated Notes of such series with respect to such

                                       47
<PAGE>   56

covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Junior Subordinated Notes of any other series.

                  (c)      It shall not be necessary for any Act of Holders of
Junior Subordinated Notes under this Section to approve the particular form of
any proposed supplemental indenture, but it shall be sufficient if such Act or
action shall approve the substance thereof.

                  SECTION 9.04. EXECUTION OF SUPPLEMENTAL INDENTURES.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 6.01) shall be fully protected in relying
upon, in addition to the documents required by Section 1.02, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties, immunities or liabilities under this Indenture or otherwise.

                  SECTION 9.05.     EFFECT OF SUPPLEMENTAL INDENTURES.

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

                  SECTION 9.06.     CONFORMITY WITH TRUST INDENTURE ACT.

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

                  SECTION 9.07.     REFERENCE IN JUNIOR SUBORDINATED NOTES TO
SUPPLEMENTAL INDENTURES.

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

                                       48

<PAGE>   57

                                  ARTICLE TEN

                                   COVENANTS

                  SECTION 10.01.    PAYMENT OF PRINCIPAL AND INTEREST.

                  The Company covenants and agrees for the benefit of each
series of Junior Subordinated Notes that it will duly and punctually pay the
principal of (and premium, if any) and interest, including Additional Interest
(subject to the right of the Company to extend an interest payment period
pursuant to the terms of a supplemental indenture authorizing the Junior
Subordinated Notes of that series), on the Junior Subordinated Notes of that
series in accordance with the terms of the Junior Subordinated Notes and this
Indenture.

                  SECTION 10.02.    MAINTENANCE OF OFFICE OR AGENCY.

                  The Company or its Affiliate will maintain an office or
agency where Junior Subordinated Notes of each series may be presented or
surrendered for payment, where Junior Subordinated Notes of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Junior Subordinated Notes of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency in respect of any series of Junior Subordinated
Notes or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Junior Subordinated Notes of that series may be
made and 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 such respective presentations, surrenders, notices and demands.

                  The Company may also from time to time designate one or more
other offices or agencies where the Junior Subordinated Notes of one or more
series may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations. 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 10.03.    MONEY FOR JUNIOR SUBORDINATED NOTES
PAYMENTS TO BE HELD IN TRUST.

                  If the Company or one of its Affiliates shall at any time act
as its own Paying Agent with respect to any series of Junior Subordinated
Notes, it will, on or before each due date of the principal of (and premium, if
any) or interest (including Additional Interest, if any) on any of the Junior
Subordinated Notes of that series, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest (including Additional Interest, if any) so
becoming due until such sums shall be paid to such Persons or otherwise


                                       49

<PAGE>   58

disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

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

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

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

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

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

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest (including Additional Interest, if any) on any
Junior Subordinated Note of any series and remaining unclaimed for two years
after such principal (and premium, if any) or interest (including Additional
Interest, if any) has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Junior Subordinated Note shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust


                                       50

<PAGE>   59

money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper of general circulation in New York City
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

                  SECTION 10.04.    ADDITIONAL INTEREST.

                  If the Junior Subordinated Notes of a series provide for the
payment of Additional Interest (for purposes of this Section 10.04, as defined
in clause (i) of the definition thereof) to the Holders of such Junior
Subordinated Notes, then the Company shall pay to each Holder of such
Securities the Additional Interest as provided therein.

                  Except as otherwise provided in or pursuant to this
Indenture, if the Junior Subordinated Notes of a series provide for the payment
of Additional Interest, at least 10 days prior to the first Interest Payment
Date with respect to that series of Junior Subordinated Notes upon which such
Additional Interest shall be payable (or, if the Junior Subordinated Notes of
that series shall not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to
each date of payment of principal and any premium or interest if there has been
any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company will furnish the Trustee and the Company's
Paying Agents, if other than the Trustee or the Company, with an Officers'
Certificate stating the amount of the Additional Interest payable per minimum
authorized denomination of such Junior Subordinated Notes (and, if such
Additional Interest is payable only with respect to particular Junior
Subordinated Notes, then the names of the Holders of such Junior Subordinated
Notes).

                  SECTION 10.05.    CORPORATE EXISTENCE.

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

                  SECTION 10.06.    LIMITATIONS ON DIVIDEND AND CERTAIN OTHER
PAYMENTS.

                  The Company covenants, for the benefit of the Holders of each
series of Junior Subordinated Notes, that, subject to the next succeeding
sentence, (a) the Company shall not declare or pay any dividend or make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its

                                       51

<PAGE>   60

capital stock, and (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities (including guarantees other than the Guarantee with respect to the
series of Trust Securities, if any, related to such series of Junior
Subordinated Notes) issued by the Company which rank pari passu with or junior
to the Junior Subordinated Notes, (x) if at such time the Company shall have
given notice of its election to extend an interest payment period for such
series of Junior Subordinated Notes and such extension shall be continuing, or
(y) if at such time the Company shall be in default with respect to its payment
or other obligations under the Guarantee with respect to the series of Trust
Securities, if any, related to such series of Junior Subordinated Notes. The
preceding sentence, however, shall not restrict (i) any of the actions
described in the preceding sentence resulting from any reclassification of the
Company's capital stock or the exchange or conversion of one class or series of
the Company's capital stock for another class or series of the Company's
capital stock, (ii) the purchase of fractional interests in shares of the
Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, or (iii)
repurchases, redemptions or other acquisitions of the Company's capital stock
in connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers, directors or
consultants.

                  SECTION 10.07.    STATEMENT AS TO COMPLIANCE.

                  (a)      The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement, which need not
comply with Section 1.02, signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
as to his or her knowledge of the Company's compliance with all conditions and
covenants under this Indenture. For purposes of this Section 10.07, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

                  (b)      The Company shall deliver to the Trustee, no later
than the Business Day on which the event occurs, written notice of the
liquidation, dissolution or winding-up of a Securities Trust if such
liquidation, dissolution or winding-up would occur earlier than the Stated
Maturity of the Junior Subordinated Notes owned by such Securities Trust.

                  (c)      The Company shall deliver to the Trustee, within
five days after the occurrence thereof, written notice of any Event of Default
and any event which after notice or lapse of time or both would become an Event
of Default pursuant to Section 5.01.

                  SECTION 10.08. WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply
with any term, provision or condition set forth in Sections 10.05 and 10.06
with respect to the Junior Subordinated Notes of any series if before the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Junior Subordinated

                                       52

<PAGE>   61

Notes of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                  SECTION 10.09.    COVENANTS REGARDING TRUST.

                  For so long as the Trust Securities remain outstanding, the
Company covenants (i) to directly or indirectly maintain 100% ownership of the
Common Securities (as defined in the Trust Agreement relating to such
securities) of the Trust; provided, however, that any permitted successor of
the Company hereunder may succeed to the Company's ownership of such Common
Securities, and (ii) to use its reasonable efforts to cause the Trust (a) to
remain a statutory business trust, except in connection with the distribution
of Junior Subordinated Notes to the holders of Trust Securities in liquidation
of the Trust, the redemption of all of the Trust Securities of the Trust, or
certain mergers, consolidations or amalgamations, each as permitted under the
Trust Agreement, and (b) to otherwise continue to be classified as a grantor
trust for United States federal income tax purposes.

                                 ARTICLE ELEVEN
                    REDEMPTION OF JUNIOR SUBORDINATED NOTES

                  SECTION 11.01.    APPLICABILITY OF ARTICLE.

                  Junior Subordinated Notes of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 3.01 for Junior
Subordinated Notes of any series) in accordance with this Article.

                  SECTION 11.02.    ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem any Junior Subordinated
Notes shall be evidenced by a Board Resolution. In case of any redemption at
the election of the Company of all of the Junior Subordinated Notes of any
series, the Company shall, at least 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee
and the related Property Trustee), notify the Trustee and the related Property
Trustee in writing of such Redemption Date. In case of any redemption at the
election of the Company of less than all the Junior Subordinated Notes of any
series, the Company shall, at least 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee
and the related Property Trustee), notify the Trustee and the related Property
Trustee in writing of such Redemption Date and of the principal amount of
Junior Subordinated Notes of such series to be redeemed. In the case of any
redemption of Junior Subordinated Notes (i) prior to the expiration of any
restriction on such redemption provided in the terms of such Junior
Subordinated Notes or elsewhere in this Indenture, or (ii) pursuant to an
election

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<PAGE>   62

of the Company which is subject to a condition specified in the terms of such
Junior Subordinated Notes, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.

                  SECTION 11.03.    SELECTION BY TRUSTEE OF JUNIOR SUBORDINATED
NOTES TO BE REDEEMED.

                  If the Junior Subordinated Notes are registered in the name
of only one Holder, any partial redemptions shall be pro rata. If the Junior
Subordinated Notes are held in definitive form by more than one Holder and if
less than all the Junior Subordinated Notes of any series are to be redeemed,
the particular Junior Subordinated Notes to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Junior Subordinated Notes of such series not previously called for
redemption, by lot or other such method as the Trustee shall deem fair and
appropriate.

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

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

                  SECTION 11.04.    NOTICE OF REDEMPTION.

                  Notice of redemption shall be given in the manner provided in
Section 1.06 to the Holders of Junior Subordinated Notes to be redeemed not
less than 30 nor more than 60 days prior to the Redemption Date.

                  All notices of redemption shall state:

                        (1)      the Redemption Date,

                        (2)      the Redemption Price,

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

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

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

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<PAGE>   63

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

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

                  SECTION 11.05.    DEPOSIT OF REDEMPTION PRICE.

                  Except as otherwise provided in a supplemental indenture
pursuant to Section 3.01, prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company or its
Affiliate is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of and accrued interest, if any, on all the Junior Subordinated Notes
which are to be redeemed on that date.

                  SECTION 11.06.    JUNIOR SUBORDINATED NOTES PAYABLE ON
REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, the
Junior Subordinated Notes so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified together with
any accrued interest (including any Additional Interest) thereon, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Junior Subordinated Notes shall
cease to bear interest. Upon surrender of any such Junior Subordinated Note for
redemption in accordance with such notice, such Junior Subordinated Note shall
be paid by the Company at the Redemption Price, together with accrued interest,
if any, and any Additional Interest to the Redemption Date; provided, however,
that, except as otherwise provided in a supplemental indenture pursuant to
Section 3.01, installments of interest on Junior Subordinated Notes whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Junior Subordinated Notes, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.05.

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

                  SECTION 11.07.    JUNIOR SUBORDINATED NOTES REDEEMED IN PART.

                  Any Junior Subordinated Note that is to be redeemed only in
part shall be surrendered at an office or agency of the Company therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing),
and the Company shall execute, and the Trustee shall authenticate and deliver
to the Holder of such Junior Subordinated Note without


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<PAGE>   64

service charge, a new Junior Subordinated Note of the same series, Stated
Maturity and original issue date of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Junior Subordinated Note so
surrendered.

                                 ARTICLE TWELVE

                                 SINKING FUNDS

                  SECTION 12.01.    APPLICABILITY OF ARTICLE.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Junior Subordinated Notes of a series except
as otherwise specified as contemplated by Section 3.01 for Junior Subordinated
Notes of such series.

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

                  SECTION 12.02.    SATISFACTION OF SINKING FUND PAYMENTS WITH
JUNIOR SUBORDINATED NOTES.

                  The Company (1) may deliver Outstanding Junior Subordinated
Notes of a series (other than any previously called for redemption), and (2)
may apply as a credit Junior Subordinated Notes of a series which have been
redeemed either at the election of the Company pursuant to the terms of such
Junior Subordinated Notes or through the application of permitted optional
sinking fund payments pursuant to the terms of such Junior Subordinated Notes,
in each case in satisfaction of all or any part of any sinking fund payment
with respect to the Junior Subordinated Notes of such series required to be
made pursuant to the terms of such Junior Subordinated Notes as provided for by
the terms of such series; provided that such Junior Subordinated Notes have not
been previously so credited. Such Junior Subordinated Notes shall be received
and credited for such purpose by the Trustee at the Redemption Price specified
in such Junior Subordinated Notes for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

                  SECTION 12.03.    REDEMPTION OF JUNIOR SUBORDINATED NOTES FOR
SINKING FUND.

                  Not less than 60 days prior to each sinking fund payment date
for any series of Junior Subordinated Notes, the Company will deliver to the
Trustee an Officers'

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<PAGE>   65

Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Junior Subordinated Notes
of that series pursuant to Section 12.02 and stating the basis for such credit
and that such Junior Subordinated Notes have not previously been so credited
and will also deliver to the Trustee any Junior Subordinated Notes to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Junior Subordinated Notes to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.03 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 11.04. Such notice having been
duly given, the redemption of such Junior Subordinated Notes shall be made upon
the terms and in the manner stated in Sections 11.06 and 11.07.

                                ARTICLE THIRTEEN

                                 SUBORDINATION

                  SECTION 13.01.    JUNIOR SUBORDINATED NOTES SUBORDINATE TO
SENIOR INDEBTEDNESS.

                  The Company covenants and agrees, and each Holder of a Junior
Subordinated Note, by his acceptance thereof, likewise covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this Article
(subject to Article Four), the payment of the principal of, premium, if any,
and interest (including Additional Interest) on each and all of the Junior
Subordinated Notes are hereby expressly made subordinate and subject in right
of payment to the prior payment in full in cash of all Senior Indebtedness.

                  SECTION 13.02.    PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC.

                  Upon any payment or distribution of assets of the Company to
creditors upon any liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors, marshalling of assets or liabilities
or any bankruptcy, insolvency or similar proceedings of the Company (each such
event, if any, referred to as a "Proceeding"), the holders of Senior
Indebtedness shall be entitled to receive payment in full of all amounts due on
or to become due on or in respect of all Senior Indebtedness (including any
interest accruing thereon after the commencement of any such Proceeding,
whether or not allowed as a claim against the Company in such Proceeding),
before the Holders of the Junior Subordinated Notes are entitled to receive any
payment or distribution (excluding any payment described in Section 13.09) on
account of the principal of, premium, if any, or interest (including Additional
Interest, if any) on the Junior Subordinated Notes or on account of any
purchase, redemption or other acquisition of Junior Subordinated Notes by the
Company (all such payments, distributions, purchases, redemptions and
acquisitions, whether or not in connection with a Proceeding, herein referred
to, individually and collectively, as a "Payment").

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<PAGE>   66

                  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 Junior Subordinated Notes 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 to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any such Senior Indebtedness may have been
issued, as their respective interests may appear, as calculated by the Company,
for application to the payment of all Senior Indebtedness remaining unpaid to
the extent necessary to pay all Senior Indebtedness in full 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, "assets of the Company" shall
not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other Person provided for by a
plan of reorganization or readjustment, the payment of which is subordinated at
least to the extent provided in this Article with respect to the Junior
Subordinated Notes to the payment of all Senior Indebtedness that may at the
time be outstanding; provided, however, that (i) the Senior Indebtedness is
assumed by the new Person, 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 Person 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 Person upon the terms and conditions
provided for in Article Eight hereof shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section
13.02 if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Eight
hereof. Nothing in Section 13.03 or in this Section 13.02 shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 6.07.

                  SECTION 13.03.    NO PAYMENT WHEN SENIOR INDEBTEDNESS IN
DEFAULT.

                  No payment of any principal, including redemption payments,
if any, premium, if any, or interest on (including Additional Interest) the
Junior Subordinated Notes shall be made if

                           (i)      any Senior Indebtedness is not paid when
due whether at the stated maturity of any such payment or by call for
redemption and any applicable grace period with respect to such default has
ended, with such default remaining uncured and such default has not been waived
or otherwise ceased to exist;

                           (ii)     the maturity of any Senior Indebtedness has
been accelerated because of a default; or

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<PAGE>   67

                           (iii)    notice has been given of the exercise of an
option to require repayment, mandatory payment or prepayment or otherwise.

                  In the event that, notwithstanding the foregoing, the Company
shall make any Payment to the Trustee or any Holder prohibited by the foregoing
provisions of this Section, then in such event such Payment shall be held in
trust and paid over and delivered forthwith to the holders of the Senior
Indebtedness.

                  The provisions of this Section shall not apply to any Payment
with respect to which Section 13.02 hereof would be applicable.

                  SECTION 13.04.    PAYMENT PERMITTED IF NO DEFAULT.

                  Nothing contained in this Article or elsewhere in this
Indenture or in any of the Junior Subordinated Notes shall prevent the Company,
at any time except during the pendency of any Proceeding referred to in Section
13.02 hereof or under the conditions described in Section 13.03 hereof, from
making Payments. Nothing in this Article shall have any effect on the right of
the Holders or the Trustee to accelerate the maturity of the Junior
Subordinated Notes upon the occurrence of an Event of Default, but, in that
event, no payment may be made in violation of the provisions of this Article
with respect to the Junior Subordinated Notes. If payment of the Junior
Subordinated Notes is accelerated because of an Event of Default, the Company
shall promptly notify the holders of the Senior Indebtedness (or their
representatives) of such acceleration.

                  SECTION 13.05.    SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR
INDEBTEDNESS.

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

                  SECTION 13.06.    PROVISIONS SOLELY TO DEFINE RELATIVE
RIGHTS.

                  The provisions of this Article are and are intended solely
for the purpose of defining the relative rights of the Holders on the one hand
and the holders of Senior Indebtedness on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Junior Subordinated Notes
is intended to or shall (a) impair, as among

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<PAGE>   68

the Company, its creditors other than holders of Senior Indebtedness and the
Holders of the Junior Subordinated Notes, the obligation of the Company, which
is absolute and unconditional (and which, subject to the rights under this
Article of the holders of Senior Indebtedness, is intended to rank equally with
all other general obligations of the Company), to pay to the Holders of the
Junior Subordinated Notes the principal of, premium, if any, and interest
(including Additional Interest) on the Junior Subordinated Notes as and when
the same shall become due and payable in accordance with their terms; or (b)
affect the relative rights against the Company of the Holders of the Junior
Subordinated Notes and creditors of the Company other than the holders of
Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior
Subordinated Note from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if
any, under this Article of the holders of Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder or, under the conditions specified in Section 13.03, to prevent any
payment prohibited by such Section or enforce their rights pursuant to the
penultimate paragraph in Section 13.03.

                  SECTION 13.07.    TRUSTEE TO EFFECTUATE SUBORDINATION.

                  Each Holder of a Junior Subordinated Note by his acceptance
thereof authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to effectuate the subordination provided in
this Article and appoints the Trustee his attorney-in-fact for any and all such
purposes, including, in the event of any dissolution, winding-up, liquidation
or reorganization of the Company, whether in bankruptcy, insolvency,
receivership proceedings, or otherwise, the timely filing of a claim for the
unpaid balance of the indebtedness of the Company owing to such Holder in the
form required in such proceedings and the causing of such claim to be approved.

                  SECTION 13.08.    NO WAIVER OF SUBORDINATION PROVISIONS.

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

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Junior Subordinated Notes, without incurring responsibility to the Holders of
the Junior Subordinated Notes and without impairing or releasing the
subordination provided in this Article or the obligations hereunder of the
Holders of the Junior Subordinated Notes 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

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<PAGE>   69


any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) permit the Company to borrow, repay and then
reborrow any or all of the Senior Indebtedness; (iii) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (iv) release any Person liable in any manner for the
collection of Senior Indebtedness; (v) exercise or refrain from exercising any
rights against the Company and any other Person; or (vi) apply any sums
received by them to Senior Indebtedness.

                  SECTION 13.09.    TRUST MONEYS NOT SUBORDINATED.

                  Notwithstanding anything contained herein to the contrary,
payments from money held in trust by the Trustee under Article Four for the
payment of the principal of, premium, if any, and interest (including
Additional Interest) on any series of Junior Subordinated Notes shall not be
subordinated to the prior payment of any Senior Indebtedness or subject to the
restrictions set forth in this Article and no Holder of such Junior
Subordinated Notes nor the Trustee shall be obligated to pay over such amount
to the Company, any holder of Senior Indebtedness (or a designated
representative of such holder) or any other creditor of the Company.

                  SECTION 13.10.    NOTICE TO THE TRUSTEE.

                  The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the Junior
Subordinated Notes pursuant to the provisions of this Article. Notwithstanding
the provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Junior Subordinated Notes pursuant to the provisions of this
Article unless and until a Responsible Officer of the Trustee shall have
received written notice thereof at the Corporate Trust Office of the Trustee
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 Section 6.01, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 13.10
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 Junior
Subordinated Note), 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 that may be received by
it within two Business Days prior to such date.

                  The Trustee, subject to the provisions of Section 6.01, shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee 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

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<PAGE>   70


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

                  SECTION 13.11.    RELIANCE ON JUDICIAL ORDER OR CERTIFICATE
OF LIQUIDATING AGENT.

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

                  SECTION 13.12.    TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS.

                  Subject to the provisions of Section 6.01, the Trustee shall
not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness
and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to Holders of Junior Subordinated Notes or to
the Company or to any other Person cash, property or securities to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.

                  SECTION 13.13.    RIGHTS OF TRUSTEE AS HOLDER OF SENIOR
INDEBTEDNESS; PRESERVATION OF TRUSTEE'S RIGHTS.

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

                  Nothing in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.07 hereof.

                  SECTION 13.14.    ARTICLE APPLICABLE TO PAYING AGENTS.

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<PAGE>   71

                  In case at any time any Paying Agent other than the Trustee
(or the Company or an Affiliate of the Company) shall have been appointed by
the Company and be then acting hereunder, the term "Trustee" as used in this
Article shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee.

                  SECTION 13.15.    RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS
ON SUBORDINATION PROVISIONS.

                  Each Holder by accepting a Junior Subordinated Note
acknowledges and agrees that the foregoing subordination provisions are, and
are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness, whether such Senior Indebtedness was created or acquired
before or after the issuance of the Junior Subordinated Notes, to acquire and
continue to hold, or to continue to hold, such Senior Indebtedness and such
holder of Senior Indebtedness shall be deemed conclusively to have relied on
such subordination provisions in acquiring and continuing to hold, or to
continue to hold, such Senior Indebtedness.

                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS

                  SECTION 14.01.    NO RECOURSE AGAINST OTHERS.

                  An incorporator or any past, present or future director,
officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Junior Subordinated
Notes or this Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation. By accepting a Junior Subordinated Note,
each Holder shall waive and release all such liability. Such waiver and release
shall be part of the consideration for the issue of the Junior Subordinated
Notes.

                  SECTION 14.02.    SET-OFF.

                  Notwithstanding anything to the contrary in this Indenture or
in any Junior Subordinated Note of any series, prior to the dissolution of any
Securities Trust that has issued Trust Securities related to a series of Junior
Subordinated Notes, the Company shall have the right to set-off and apply
against any payment it is otherwise required to make hereunder or thereunder
with respect to the principal of or premium, if any, or interest (including any
Additional Interest) on the Junior Subordinated Notes of such series if and to
the extent the Company has theretofore made, or is concurrently on the date of
such payment making, a payment with respect to the Trust Securities of the
series related to such series of Junior Subordinated Notes under the applicable
Guarantee. Contemporaneously with, or as promptly as practicable after, any
such payment under such Guarantee, the Company shall deliver to the Trustee an
Officers' Certificate (upon which the Trustee shall be entitled to rely
conclusively without any requirement to

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<PAGE>   72

investigate the facts contained therein) to the effect that such payment has
been made and that, as a result of such payment, the corresponding payment
under the related series of Junior Subordinated Notes has been set-off in
accordance with this Section 14.02.

                  SECTION 14.03.    ASSIGNMENT; BINDING EFFECT.

                  The Company shall have the right at all times to assign any
of its rights or obligations under this Indenture to a direct or indirect
wholly-owned subsidiary of the Company, provided that, in the event of any such
assignment, the Company shall remain primarily liable for the performance of
all such obligations. This Indenture may also be assigned by the Company in
connection with a transaction described in Article Eight. This Indenture shall
be binding upon and inure to the benefit of the Company, the Trustee, the
Holders, any Security Registrar, Paying Agent, and Authenticating Agent and, to
the extent specifically set forth herein, the holders of Senior Indebtedness
and their respective successors and assigns. The provisions of clause (2) of
Section 5.08 and Section 10.06 are for the benefit of the holders of the series
of Trust Securities referred to therein and, prior to the dissolution of the
related Securities Trust, may be enforced by such holders. A holder of a Trust
Security shall not have the right, as such a holder, to enforce any other
provision of this Indenture.

                  SECTION 14.04.    ADDITIONAL INTEREST.

                  Whenever there is mentioned in this Indenture, in any
context, the payment of the principal of, premium, if any, or interest on, or
in respect of, any Junior Subordinated Note of any series, such mention shall
be deemed to include mention of the payment of Additional Interest provided for
by the terms of such series of Junior Subordinated Notes to the extent that, in
such context, Additional Interest is, were or would be payable in respect
thereof pursuant to such terms, and express mention of the payment of
Additional Interest in any provisions hereof shall not be construed as
excluding Additional Interest in those provisions hereof where such express
mention is not made.

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

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<PAGE>   73


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

                               THE MONY GROUP INC.

                               By: /s/ Richard Daddario
                                  ----------------------------------------------
                                  Name: Richard Daddario
                                  Title: Executive Vice President and
                                         Chief Financial Officer

                               THE CHASE MANHATTAN BANK
                               Trustee

                               By: /s/ Gemmel Richards
                                  ----------------------------------------------
                                  Name: Gemmel Richards
                                  Title: Assistant Vice President

                                       65