<PAGE>   1
                                                                     Exhibit 4-C


                        HERCULES INCORPORATED, AS ISSUER


                                       AND



                      THE CHASE MANHATTAN BANK, AS TRUSTEE



                                    INDENTURE

                          DATED AS OF NOVEMBER 12, 1998



                         JUNIOR SUBORDINATED DEBENTURES
<PAGE>   2
                             TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    Page
<S>            <C>                                                                                  <C>
                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01   Definitions............................................................................1
Section 1.02   Other Definitions......................................................................6
Section 1.03   Incorporation by Reference of TIA......................................................6
Section 1.04   Rules of Construction..................................................................7
Section 1.05   Acts of Holders and Holders of Preferred Securities....................................7

                                    ARTICLE 2
                                 THE DEBENTURES

Section 2.01   Amount Unlimited; Issuable in Series...................................................8
Section 2.02   Payment of Principal and Interest.....................................................10
Section 2.03   Execution, Authentication and Delivery................................................12
Section 2.04   Registrar and Paying and Conversion Agents............................................14
Section 2.05   Paying Agent to Hold Money in Trust...................................................15
Section 2.06   Debentureholder Lists.................................................................15
Section 2.07   Transfer and Exchange.................................................................15
Section 2.08   Replacement Debentures................................................................16
Section 2.09   Outstanding Debentures; Determinations of Holders' Action.............................16
Section 2.10   Temporary Debentures..................................................................17
Section 2.11   Book-Entry System.....................................................................17
Section 2.12   Cancellation..........................................................................18

                                    ARTICLE 3
                                   REDEMPTION

Section 3.01   Redemption: Notice to Trustee.........................................................19
Section 3.02   Selection of Debentures to be Redeemed................................................19
Section 3.03   Notice of Redemption..................................................................19
Section 3.04   Effect of Notice of Redemption........................................................20
Section 3.05   Deposit of Redemption Price...........................................................21
Section 3.06   Debentures Redeemed in Part...........................................................21

                                    ARTICLE 4
                                    COVENANTS

Section 4.01   Payment of Principal, Premium and Interest............................................21
Section 4.02   Prohibition Against Dividends.........................................................22
Section 4.03   SEC Reports...........................................................................22
Section 4.04   Compliance Certificates...............................................................23
Section 4.05   Further Instruments and Acts..........................................................23
</TABLE>


                                       i
<PAGE>   3
<TABLE>
<S>            <C>                                                                                  <C>
Section 4.06   Payment of Expenses of each Trust.....................................................23
Section 4.07   Ownership of Common Securities........................................................23

                                    ARTICLE 5
                              SUCCESSOR CORPORATION

Section 5.01   When the Company May Merge............................................................24

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01   Events of Default.....................................................................24
Section 6.02   Acceleration..........................................................................26
Section 6.03   Other Remedies........................................................................27
Section 6.04   Waiver of Past Defaults...............................................................27
Section 6.05   Control by Holders....................................................................27
Section 6.06   Limitation on Suits...................................................................28
Section 6.07   Unconditional Right of Holders to Receive Principal, Premium and
               Interest..............................................................................28
Section 6.08   Direct Action Right of Holders of Trust Preferred Securities..........................29
Section 6.09   Collection Suits by the Trustee.......................................................29
Section 6.10   Trustee May File Proofs of Claim......................................................30
Section 6.11   Priorities............................................................................30
Section 6.12   Undertaking for Costs.................................................................31

                                    ARTICLE 7
                                   THE TRUSTEE

Section 7.01   Duties and Responsibilities of the Trustee............................................31
Section 7.02   Rights of the Trustee.................................................................32
Section 7.03   Not Responsible for Recitals or Issuances of Debentures...............................33
Section 7.04   Notice of Defaults....................................................................33
Section 7.05   Reports by Trustee to Holders.........................................................33
Section 7.06   Compensation and Indemnity............................................................34
Section 7.07   Eligibility; Disqualification.........................................................34
Section 7.08   Resignation and Removal; Appointment of Successor.....................................35
Section 7.09   Acceptance of Appointment by Successor................................................36
Section 7.10   Successor Trustee by Merger...........................................................37
</TABLE>


                                       ii
<PAGE>   4
<TABLE>
<S>            <C>                                                                                  <C>

                                    ARTICLE 8
                          SATISFACTION AND DISCHARGE OF
                           INDENTURE; UNCLAIMED MONEYS

Section 8.01   Satisfaction and Discharge of Indenture...............................................37
Section 8.02   Application by Trustee of Funds Deposited for Payment of Debentures...................38
Section 8.03   Repayment of Moneys Held by Paying Agent..............................................39
Section 8.04   Return of Moneys Held by the Trustee and Paying Agent Unclaimed
               for Two Years.........................................................................39

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

Section 9.01   Supplemental Indentures Without Consent of Holders....................................39
Section 9.02   Supplemental Indentures With Consent of Holders.......................................40
Section 9.03   Compliance with Trust Indenture Act...................................................42
Section 9.04   Revocation and Effect of Consents, Waivers and Actions................................42
Section 9.05   Notation on or Exchange of Debentures.................................................42
Section 9.06   Execution of Supplemental Indentures..................................................42
Section 9.07   Effect of Supplemental Indentures.....................................................43

                                   ARTICLE 10
                                  SUBORDINATION

Section 10.01  Debentures Subordinated to Senior Indebtedness........................................43
Section 10.02  Priority and Payment of Proceeds in Certain Events: Remedies Standstill...............43
Section 10.03  Payments which May Be Made Prior to Notice............................................44
Section 10.04  Rights of Holders of Senior Indebtedness Not to Be Impaired...........................44
Section 10.05  Trustee May Take Action to Effectuate Subordination...................................45
Section 10.06  Subrogation...........................................................................45
Section 10.07  Obligations of Company Unconditional; Reinstatement...................................45
Section 10.08  Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice...............46
Section 10.09  Right of Trustee to Hold Senior Indebtedness..........................................46

                                   ARTICLE 11
                                  SINKING FUNDS

Section 11.01  Applicability of Article..............................................................46
Section 11.02  Satisfaction of Sinking Fund Payments with Debentures.................................47
Section 11.03  Redemption of Debentures for Sinking Fund.............................................47

                                   ARTICLE 12
                          MEETINGS OF DEBENTUREHOLDERS

Section 12.01  Purposes for Which Meetings May Be Called.............................................48
Section 12.02  Call, Notice and Place of Meetings....................................................48
Section 12.03  Persons Entitled to Vote at Meetings..................................................48
</TABLE>


                                      iii
<PAGE>   5
<TABLE>
<S>            <C>                                                                                  <C>

Section 12.04  Quorum; Action........................................................................48
Section 12.05  Determination  of Voting Rights; Conduct and Adjournment of Meetings..................49
Section 12.06  Counting Votes and Recording Action of Meetings.......................................50

                                   ARTICLE 13
                                  MISCELLANEOUS

Section 13.01  Trust Indenture Act Controls..........................................................50
Section 13.02  Notices...............................................................................51
Section 13.03  Communication by Holders with Other Holders...........................................52
Section 13.04  Certificate and Opinion as to Conditions Precedent....................................52
Section 13.05  Statements Required in Certificate or Opinion.........................................52
Section 13.06  Severability Clause...................................................................52
Section 13.07  Rules by Trustee, Paying Agent and Registrar..........................................53
Section 13.08  Legal Holidays........................................................................53
Section 13.09  Governing Law.........................................................................53
Section 13.10  No Recourse Against Others............................................................53
Section 13.11  Successors and Assigns................................................................53
Section 13.12  Counterparts..........................................................................53
Section 13.13  No Adverse Interpretation of Other Agreements.........................................53
Section 13.14  Table of Contents, Headings...........................................................54
Section 13.15  Holders of Preferred Securities as Third Party Beneficiaries..........................54
Section 13.16  Benefits of the Indenture.............................................................54
</TABLE>


                                       iv
<PAGE>   6
                               Hercules Indenture
                 Certain Sections of this Indenture relating to
                         Sections 310 through 318 of the
                           Trust Indenture Act of 1939

<TABLE>
<CAPTION>
Trust Indenture                                                                                 Indenture
  Act Section                                                                                    Section 
----------------                                                                              ---------------
<S>                                                                                           <C> 
Section 310(a)(1)               ..........................................................    2.03; 7.07
           (a)(2)               ..........................................................    2.03; 7.07
           (a)(3)               ..........................................................    Not Applicable
           (a)(4)               ..........................................................    Not Applicable
           (a)(5)               ..........................................................    Not Applicable
           (b)                  ..........................................................    7.07; 7.08
           (c)                  ..........................................................    Not Applicable
Section 311(a)                  ..........................................................    Not Applicable
           (b)                  ..........................................................    Not Applicable
           (c)                  ..........................................................    Not Applicable
Section 312(a)                  ..........................................................    2.06
           (b)                  ..........................................................    13.03
           (c)                  ..........................................................    13.03
Section 313(a)                  ..........................................................    7.05
           (b)(1)               ..........................................................    Not Applicable
           (b)(2)               ..........................................................    Not Applicable
           (c)                  ..........................................................    7.05
           (d)                  ..........................................................    7.05
Section 314(a)                  ..........................................................    4.03; 4.04
           (b)                  ..........................................................    Not Applicable
           (c)(1)               ..........................................................    2.03; 13.04; 13.05
           (c)(2)               ..........................................................    2.03; 13.04; 13.05
           (c)(3)               ..........................................................    Not Applicable
           (d)                  ..........................................................    Not Applicable
           (e)                  ..........................................................    13.05
           (f)                  ..........................................................    Not Applicable
Section 315(a)                  ..........................................................    7.01(b); 7.02
           (b)                  ..........................................................    7.02; 7.04; 13.02
           (c)                  ..........................................................    7.01(a); 7.02
           (d)                  ..........................................................    7.01(c); 7.02
           (e)                  ..........................................................    6.12
Section 316(a)(1)(A)            ..........................................................    6.05
           (a)(1)(B)            ..........................................................    6.02; 6.04
           (a)(2)               ..........................................................    Not Applicable
           (a)(last sentence)   ..........................................................    2.09
           (b)                  ..........................................................    6.07
           (c)                  ..........................................................    1.05
Section 317(a)(1)               ..........................................................    6.09
           (a)(2)               ..........................................................    6.10
           (b)                  ..........................................................    2.05
Section 318(a)                  ..........................................................    13.01
           (b)                  ..........................................................    Not Applicable
           (c)                  ..........................................................    13.01
</TABLE>                        
                                
----------------------      

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


                                       v
<PAGE>   7
         INDENTURE, dated as of November 12, 1998 by and between Hercules
Incorporated, a corporation duly organized and existing under the laws of the
State of Delaware (the "Company"), and The Chase Manhattan Bank, a banking
corporation duly organized and existing under the laws of the State of New York,
as trustee (the "Trustee").

         WHEREAS, the Company may from time to time create or establish one or
more statutory business trusts for the purpose of issuing undivided beneficial
interests in the assets thereof (the "Trust Securities") and using the proceeds
thereof to acquire the Company's Debentures (as hereinafter defined).

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

         NOW THEREFORE:

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


                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01      DEFINITIONS.

         "Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. When used with respect to any Person,
"control" means the power 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.

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

         "Board Resolution" means (i) a copy of a resolution certified by the
Secretary or the Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification and delivered to the Trustee or (ii) a certificate signed by the
authorized officer or officers to whom the Board of Directors has delegated its
authority, and in each case, delivered to the Trustee.

         "Business Day" means any day that is not a Saturday, a Sunday or a day
on which banking institutions in the City of New York or Wilmington, Delaware
are authorized or required by law, regulation or executive order to close.
<PAGE>   8
         "Capital Lease Obligations" of a Person means any obligation which is
required to be classified and accounted for as a capital lease on the face of a
balance sheet of such Person prepared in accordance with GAAP.

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

         "Company" means Hercules Incorporated, a Delaware corporation, or any
successor thereto.

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

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

         "Debentures" shall mean any of the junior subordinated debentures of
any series issued, authenticated and delivered under this Indenture.

         "Default" means any event which is, or after notice or passage of time,
or both, would be, an Event of Default pursuant to Section 6.01.

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

         "Extension Period," with respect to any series of Debentures, means any
period during which the Company elects to extend the interest payment period on
such series of Debentures pursuant to Section 4.01(b); provided that an
Extension Period (or any extension thereof) must end on an Interest Payment Date
for such Debentures and may not extend beyond the Stated Maturity Date or the
Redemption Date of any Debenture of such series.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board.

         "Guarantee" means each Guarantee Agreement executed by the Company with
respect to the Preferred Securities issued by any Trust pursuant to which the
Company irrevocably and unconditionally agrees to pay the Guarantee Payments (as
defined in such Guarantee Agreement) to the holders of such Preferred
Securities.

         "Indebtedness" means, without duplication, (i) every obligation of the
Company for money borrowed; (ii) every obligation of the Company evidenced by
bonds, debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses;
(iii) every reimbursement obligation of the Company with respect to letters of
credit, banker's acceptances or similar facilities issued for the account of the
Company; (iv) every obligation of the Company issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (v) every
Capital Lease Obligation of the Company; (vi) all indebtedness of the Company,
whether incurred on or prior to the 


                                       2
<PAGE>   9
date of this Indenture or thereafter incurred, for claims in respect of
derivative products, including interest rate, foreign exchange rate and
commodity forward contracts, options and swaps and similar arrangements; (vii)
every obligation of the type referred to in clauses (i) through (vi) of another
Person and all dividends of another Person the payment of which, in either case,
the Company has guaranteed or is responsible or liable for, directly or
indirectly, as obligor or otherwise; and (viii) obligations of the type referred
to in clauses (i) through (vii) of another Person secured by any lien on any
property or asset of the Company (whether or not such obligation is assumed by
the Company); and all deferrals, renewals, extensions and refundings of, and
amendments, modifications and supplements to, any of the foregoing obligations.

         "Indebtedness Ranking on a Parity with the Debentures" means (i)
Indebtedness, whether outstanding on the date of execution of this Indenture or
thereafter created, assumed or incurred, to the extent such Indebtedness
specifically by its terms ranks pari passu with and not prior to the Debentures
in the right of payment upon the happening of the dissolution, winding-up,
liquidation or reorganization of the Company and (ii) all other debt securities,
and guarantees in respect of those debt securities, issued to any other trust,
or a trustee of such trust, partnership or other entity affiliated with the
Company that is a financing vehicle of the Company (a "financing entity") in
connection with the issuance by such financing entity of equity securities or
other securities guaranteed by the Company pursuant to an instrument that ranks
pari passu with or junior in right of payment to the Guarantees. The securing of
any Indebtedness otherwise constituting Indebtedness Ranking on a Parity with
the Debentures shall not be deemed to prevent such Indebtedness from
constituting Indebtedness Ranking on a Parity with the Debentures.

         "Indebtedness Ranking Junior to the Debentures" means any Indebtedness,
whether outstanding on the date of execution of this Indenture or thereafter
created, assumed or incurred, to the extent such Indebtedness by its terms ranks
junior to and not pari passu with or prior to the Debentures (and any other
Indebtedness Ranking on a Parity with the Debentures) in right of payment upon
the happening of the dissolution, winding-up, liquidation or reorganization of
the Company. The securing of any Indebtedness otherwise constituting
Indebtedness Ranking Junior to the Debentures shall not be deemed to prevent
such Indebtedness from constituting Indebtedness Ranking Junior to the
Debentures.

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

         "Interest Payment Date," when used with respect to the Debentures of
any series, means the stated maturity of any installment of interest on the
Debentures of that series.

         "Issue Date," with respect to a series of Debentures, means the date on
which the Debentures of such series are originally issued.

         "Office" or "Agency," with respect to any Debentures, means an office
or agency of the Company maintained or designated in a Place of Payment for such
Debentures pursuant to Section 2.04 or any other office or agency of the Company
maintained or designated for such Debentures pursuant to Section 2.04 or, to the
extent designated or required by Section 2.04 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.


                                       3
<PAGE>   10
         "Officer" means, with respect to any corporation, any Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
such corporation.

         "Officers' Certificate" means a certificate signed by either Co-Chief
Executive Officer, the Chief Financial Officer, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, that complies with the requirements of
Sections 13.04 and 13.05 and is delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of the Company, or any other counsel who shall be reasonably acceptable
to the Trustee and provided that the General Counsel and the Assistant General
Counsel of the Company shall be deemed to be reasonably acceptable to the
Trustee, containing the applicable information specified in Sections 13.04 and
13.05.

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

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

         "Predecessor Debentures" of any particular Debenture means every
previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture; and for purposes of this definition, any
Debenture authenticated and delivered under Section 2.08 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Debenture shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Debenture.

         "Preferred Securities" means the preferred securities of a Trust,
representing undivided beneficial interests in the assets of such Trust.

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

         "Redemption Date," with respect to the Debentures of any series to be
redeemed, means the date specified for the redemption thereof in accordance with
the terms thereof and pursuant to Article 3 of this Indenture.

         "Redemption Price," with respect to the Debentures of any series to be
redeemed, means the price at which such Debenture is to be redeemed in
accordance with the terms thereof and pursuant to Article 3 of this Indenture.

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


                                       4
<PAGE>   11
         "Responsible Officer," when used with respect to the Trustee, means any
Senior Vice President, any Vice President, any Assistant Vice President, any
Trust Officer, or Assistant Trust Officer or any other officer of the Corporate
Trust Department of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of that officer's knowledge of and familiarity with
the particular subject.

         "SEC" means the Securities and Exchange Commission.

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

         "Security Exchange," when used with respect to the Debentures of any
series which are held as assets of a Trust pursuant to the Trust Agreement of
such Trust, means the distribution of the Debentures of such series by such
Trust to the holders of the Trust Securities of such Trust in exchange for such
Trust Securities upon certain events described in the applicable Trust Agreement
of such Trust.

         "Senior Indebtedness" means all Indebtedness, whether outstanding on
the date of execution of this Indenture or thereafter created, assumed or
incurred, except Indebtedness Ranking on a Parity with the Debentures or
Indebtedness Ranking Junior to the Debentures.

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

         "Special Record Date" for the payment of any Defaulted Interest on the
Debentures of any series means the date determined pursuant to Section 2.02.

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

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

         "TIA" means the Trust Indenture Act of 1939, as amended and as in
effect on the date of this Indenture; provided, however, that if such Act is
amended after such date, TIA means, to the extent required by any such
amendment, such Act as so amended.

         "Trust" means any statutory business trust created or established by
the Company to issue Trust Securities and to use the proceeds from the sale
thereof to purchase Debentures.

         "Trust Agreement" means the Amended and Restated Trust Agreement for a
Trust, among the Company, as sponsor, The Chase Manhattan Bank, as Property
Trustee, the Delaware Trustee named therein and the Administrative Trustees
named therein, as the same may be amended and modified from time to time.


                                       5
<PAGE>   12
         "Trust Securities" means the undivided beneficial interests in the
assets of a Trust.

         "Trustee" means the Person named as "Trustee" in the first paragraph of
this Indenture, until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor, and if
at any time there is more than one such Person, "Trustee" as used with respect
to Debentures of any series shall mean the Trustee with respect to Debentures of
that series.

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

         "Wholly Owned Subsidiary" means a Subsidiary all the Capital Stock of
which (other than directors' qualifying shares) is owned by the Company or
another Wholly Owned Subsidiary.

SECTION 1.02      OTHER DEFINITIONS.

<TABLE>
<CAPTION>
         Term                                                                               Defined in Section
<S>                                                                                         <C> 
         "Act"..........................................................................        1.05
         "Bankruptcy Law"...............................................................        6.01
         "Conversion Agent".............................................................        2.04
         "Custodian"....................................................................        6.01
         "Defaulted Interest"...........................................................        2.02
         "Depository"...................................................................        2.11
         "Direct Action"................................................................        6.08
         "Event of Default".............................................................        6.01
         "Global Debenture".............................................................        2.11
         "Legal Holiday"................................................................       13.08
         "Notice of Default"............................................................        6.01
         "Property Trustee".............................................................        6.01
         "Register".....................................................................        2.04
         "Registrar"....................................................................        2.04
         "Successor"....................................................................        5.01
</TABLE>

SECTION 1.03      INCORPORATION BY REFERENCE OF TIA.

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

         "indenture securities" means the Debentures.

         "indenture security holder" means a Debentureholder or Holder.

         "indenture to be qualified" means this Indenture.


                                       6
<PAGE>   13
         "indenture trustee" or "institutional trustee" means the Trustee.

         "obligor" on the indenture securities means the Company and any other
obligor on the Debentures.

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

SECTION 1.04      RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

         (a) each capitalized term has the meaning assigned to it;

         (b) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

         (c) "or" is not exclusive;

         (d) "including" means including, without limitation;

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

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

SECTION 1.05      ACTS OF HOLDERS AND HOLDERS OF PREFERRED SECURITIES.

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

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


                                       7
<PAGE>   14
         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Trustee deems
sufficient.

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

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

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


                                    ARTICLE 2
                                 THE DEBENTURES

SECTION 2.01      AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

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

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

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

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

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


                                       8
<PAGE>   15
         (d) the rate or rates (which may be fixed or variable) at which the
Debentures of the series shall bear interest or the manner of calculation of
such rate or rates, if any;

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

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

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

         (h) Issue Date or Dates;

         (i) authorized denominations;

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

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

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

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

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

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


                                       9
<PAGE>   16
         (p) any and all other terms with respect to such series (which terms
shall not be inconsistent with the terms of this Indenture); and

         (q) the name of the applicable Trust (which shall distinguish such
statutory business trust from all other Trusts) to which the Debentures of such
series are to be deposited as assets and the date of its Trust Agreement.

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

         All Debentures of any one series shall be substantially identical
except as may otherwise be provided by the Company in or pursuant to the Board
Resolution and set forth in the Officers' Certificate or in any indenture or
indentures supplemental hereto pertaining to such series of Debentures. The
terms of the Debentures of any series may provide, without limitation, that the
Debentures shall be authenticated and delivered by the Trustee on original issue
from time to time upon telephonic or written order of persons designated in the
Officers' Certificate or supplemental indenture (telephonic instructions to be
promptly confirmed in writing by such person) and that such persons are
authorized to determine, consistent with such Officers' Certificate or any
applicable supplemental indenture, such terms and conditions of the Debentures
of such series as are specified in such Officers' Certificate or supplemental
indenture. All Debentures of any one series need not be issued at the same time
and, unless otherwise so provided by the Company, a series may be reopened for
issuances of additional Debentures of such series or to establish additional
terms of such series of Debentures.

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

SECTION 2.02      PAYMENT OF PRINCIPAL AND INTEREST.

         Unless otherwise specified pursuant to Section 2.01(e), interest on the
Debentures shall be computed on the basis of a 360-day year composed of twelve
30-day months.

         Unless otherwise provided with respect to a series of Debentures,

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

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


                                       10
<PAGE>   17
         (c) interest on any Debenture shall be paid on each Interest Payment
Date therefor to the Holder thereof at the close of business on the Record Date
therefor, such interest to be payable by check mailed to the address of the
Person entitled thereto as such address appears on the Register; provided
however, that (i) at the written request of any Holder of at least $10,000,000
aggregate principal amount of Debentures received by the Registrar not later
than the Regular Record Date for such Interest Payment Date, interest accrued on
such Debentures will be payable by wire transfer within the continental United
States in immediately available funds to the bank account number of such Holder
specified in such request and entered on the Register by the Registrar and (ii)
payments made in respect of Global Debentures shall be made in immediately
available funds to the Depository.

         Except as specified pursuant to Section 2.01 or Section 4.01(b),
interest on any Debenture which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Debenture (or one or more Predecessor Debentures) is registered at the
close of business on the Regular Record Date for such interest. Any interest on
any Debenture which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (i) and (ii)
below:

                  (i) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Debentures (or their
         respective Predecessor Debentures) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall, not less than 15 Business Days prior to the date of the proposed
         payment, notify the Trustee and the Paying Agent in writing of the
         amount of Defaulted Interest proposed to be paid on each Debenture and
         the date of the proposed payment, and at the same time the Company
         shall deposit with the Paying Agent an amount of money equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Paying Agent
         for such deposit prior to the date of the proposed payment, such money
         when deposited to be held in trust for the benefit of the Persons
         entitled to such Defaulted Interest as provided in this clause. The
         Special Record Date for the payment of such Defaulted Interest shall be
         the close of business not more than 15 nor less than 10 days prior to
         the date of the proposed payment. The Trustee shall, in the name and at
         the expense of the Company, cause notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor to be
         given to the Holders thereof, not less than 10 days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been given, such
         Defaulted Interest shall be paid to the Persons in whose names the
         Debentures (or their respective Predecessor Debentures) are registered
         at the close of business on such Special Record Date and shall no
         longer be payable pursuant to the following clause (ii).

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


                                       11
<PAGE>   18
         Subject to the foregoing provisions of this Section, each Debenture
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Debenture shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Debenture.

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

SECTION 2.03      EXECUTION, AUTHENTICATION AND DELIVERY.

         (a) The Debentures shall be executed on behalf of the Company by either
of its Co-Chief Executive Officers, its Chief Financial Officer, its President
or one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers
under its corporate seal imprinted or reproduced thereon and attested by its
Secretary or one of its Assistant Secretaries. The signature of any such Officer
on the Debentures may be manual or facsimile.

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

         (c) No Debenture shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Debenture
a Certificate of Authentication duly executed by the Trustee by manual signature
of a Responsible Officer, and such Certificate of Authentication upon any
Debenture shall be conclusive evidence, and the only evidence, that such
Debenture has been duly authenticated and made available for delivery hereunder.

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

                  (i) a Board Resolution as required by Section 2.01;

                  (ii) a Company Order requesting the authentication and
         delivery of such Debentures and stating the identity of the applicable
         Trust and the aggregate liquidation amount of the Trust Securities to
         be issued by such Trust concurrently with such Debentures;

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


                                       12
<PAGE>   19
                  (iv) such Debentures, executed on behalf of the Company in
         accordance with clause (a) of this Section;

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

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

                         (2) such Debentures, when authenticated and delivered
                  by the Trustee and issued and delivered by the Company in the
                  manner and subject to any conditions specified in such Opinion
                  of Counsel, will have been duly issued under this Indenture
                  and will constitute valid and legally binding obligations of
                  the Company, entitled to the benefits provided by this
                  Indenture, and enforceable in accordance with their terms,
                  subject, as to enforcement to laws relating to or affecting
                  generally the enforcement of creditors' rights, including,
                  without limitation, bankruptcy and insolvency laws and to
                  general principles of equity (regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law);

                         (3) that any supplemental indenture referred to in
                  clause (iii) above has been duly authorized, executed and
                  delivered by the Company and is a valid instrument legally
                  binding upon the Company, enforceable in accordance with its
                  terms, subject as to enforcement to laws relating to or
                  affecting creditors' rights, including without limitation,
                  bankruptcy and insolvency laws and to general principles of
                  equity (regardless of whether such enforceability is
                  considered in a proceeding in equity or at law); and

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

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

         (e) The Trustee shall act as the initial authenticating agent.
Thereafter, the Trustee may appoint an authenticating agent. Each authenticating
agent shall be acceptable to the Company and, except as provided in or pursuant
to this Indenture, shall at all times be a corporation that would be permitted
by the TIA to act as trustee under an indenture qualified under the TIA, is
authorized under applicable law and by its charter to act as an authenticating
agent and has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the TIA) of at least $50,000,000. If at any time an
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section. An authenticating agent may authenticate
Debentures whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by an authenticating
agent. The Trustee shall pay any authenticating agent appointed by the Trustee
reasonable compensation for its services and the Trustee shall be reimbursed for
such payment by the Company pursuant to Section 7.06. The provisions set forth
in Sections 7.02, 7.03 and 7.06 shall be applicable to any authenticating agent.


                                       13
<PAGE>   20
         (f) If all the Debentures of any series are not to be issued at one
time, it shall not be necessary to deliver an Opinion of Counsel and an
Officers' Certificate at the time of issuance of each Debenture, but such
opinion and certificate, with appropriate modifications, shall be delivered at
or before the time of issuance of the first Debenture of such series. After any
such first delivery, any separate request by the Company that the Trustee
authenticate Debentures of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Debentures continue to
have been complied with.

SECTION 2.04      REGISTRAR AND PAYING AND CONVERSION AGENTS.

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

         Unless otherwise specified in or pursuant to this Indenture or the
Debentures, the Trustee shall be the initial Registrar for each series of
Debentures. The Company shall have the right to remove and replace from time to
time the Registrar for any series of Debentures; provided that no such removal
or replacement shall be effective until a successor Registrar with respect to
such series of Debentures shall have been appointed by the Company and shall
have accepted such appointment by the Company. In the event that the Trustee
shall not be or shall cease to be Registrar with respect to a series of
Debentures, it shall have the right to examine the Register for such series at
all reasonable times. There shall be only one Register for each series of
Debentures.

         The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-Registrar (if not the Company or
the Trustee or an Affiliate of the Trustee). The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall give
prompt written notice to the Trustee and to the Holders of any change of
location of such Office or Agency. If at any time the Company shall fail to
maintain or cause to be maintained any such required Office or Agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 13.02 hereof. The Company shall notify the Trustee
of the name and address of any such agent. If the Company fails to maintain a
Registrar, Paying Agent, Conversion Agent or agent for service of notices or
demands, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.06. The Company or any Affiliate of
the Company may act as Paying Agent, Registrar, Conversion Agent or co-Registrar
or agent for service of notices and demands.

         The Company may also from time to time designate one or more other
Offices or Agencies where the Debentures may be presented or surrendered for any
or all such purposes and may from time to time 


                                       14
<PAGE>   21
rescind such designations. The Company will give prompt written notice to the
Trustee and to the Holders of any such designation or rescission and of any
change in location of any such other Office or Agency.

SECTION 2.05      PAYING AGENT TO HOLD MONEY IN TRUST.

         Except as otherwise provided herein, prior to or on each due date of
the principal of and premium, if any, and interest on any Debenture, the Company
shall deposit with the Paying Agent a sum of money sufficient to pay such
principal, premium, if any, and interest so becoming due. The Company shall
require each Paying Agent (other than the Trustee or the Company) to agree in
writing that such Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal of
and premium, if any, and interest on the Debentures and shall notify the Trustee
of any default by the Company in making any such payment. At any time during the
continuance of any such default, the Paying Agent shall, upon the request of the
Trustee, pay to the Trustee all money so held in trust and account for any money
disbursed by it. The Company at any time may require the Paying Agent to pay all
money held by it to the Trustee and to account for any money disbursed by it.
Upon doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee. If the Company, a Subsidiary or an Affiliate of either
of them acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund.

SECTION 2.06      DEBENTUREHOLDER LISTS.

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

SECTION 2.07      TRANSFER AND EXCHANGE.

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

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

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


                                       15
<PAGE>   22
         The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of (a) any Debenture for a period beginning at
the opening of business 15 days before the mailing of a notice of redemption of
Debentures and ending at the close of business on the day of such mailing or (b)
any Debenture selected, called or being called for redemption, except, in the
case of any Debenture to be redeemed in part, the portion thereof not to be
redeemed.

SECTION 2.08      REPLACEMENT DEBENTURES.

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

         In case any such mutilated, destroyed, lost or stolen Debenture has
become or is about to become due and payable, or is about to be redeemed by the
Company pursuant to Article 3, the Company in its discretion may, instead of
issuing a new Debenture, pay or purchase such Debenture, as the case may be.

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

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

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

SECTION 2.09      OUTSTANDING DEBENTURES; DETERMINATIONS OF HOLDERS' ACTION.

         Debentures outstanding at any time are all the Debentures authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation, those mutilated, destroyed, lost or stolen Debentures referred to
in Section 2.08, those redeemed by the Company pursuant to Article 3, and those
described in this Section as not outstanding. A Debenture does not cease to be
outstanding because the Company or a Subsidiary or Affiliate thereof holds the
Debenture; provided, however, that in determining whether the Holders of the
requisite principal amount of Debentures have given or concurred in any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Debentures owned by the 


                                       16
<PAGE>   23
Company or a Subsidiary or Affiliate (other than any Trust so long as any of the
Preferred Securities of such Trust are outstanding) shall be disregarded and
deemed not to be outstanding.

         Subject to the foregoing, only Debentures outstanding at the time of
such determination shall be considered in any such determination (including
determinations pursuant to Articles 3, 6 and 9).

         If a Debenture is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof reasonably satisfactory to it that
the replaced Debenture is held by a bona fide purchaser.

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

SECTION 2.10      TEMPORARY DEBENTURES.

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

         Except in the case of temporary Debentures in global form, which shall
be exchanged in accordance with the provisions thereof, after the preparation of
definitive Debentures, the temporary Debentures shall be exchangeable for
definitive Debentures of the same series upon surrender of the temporary
Debentures at the Office or Agency of the Company designated for such purpose
pursuant to Section 2.04, without charge to the Holders thereof. Upon surrender
for cancellation of any one or more temporary Debentures, the Company shall
execute a like principal amount of definitive Debentures of the same series of
authorized denominations, and the Trustee, upon receipt of a Company Order,
shall authenticate and make such Debentures available for delivery in exchange
therefor. Until so exchanged, the temporary Debentures shall in all respects be
entitled to the same benefits under this Indenture as definitive Debentures.

SECTION 2.11      BOOK-ENTRY SYSTEM.

         In order to utilize a book-entry-only system for all or any portion of
the Debentures of any series, all or a portion of the Debentures of any series
may be issued in the form of one or more fully registered Debentures of the same
series for the aggregate principal amount of such Debentures (a "Global
Debenture"), which Global Debenture shall be registered in the name of the
depository (the "Depository") selected by the Company or in the name of such
Depository's nominee. Each Global Debenture shall be delivered by the Trustee to
the Depository or pursuant to the Depository's instruction and shall bear a
legend substantially to the following effect: "This Debenture may be
transferred, in whole but not in part, only to another nominee of the Depository
or to a successor Depository or to a nominee of such successor Depository."


                                       17
<PAGE>   24
         Notwithstanding any other provision of this Section or of Section 2.07,
a Global Debenture may be transferred in whole but not in part and in the manner
provided in Section 2.07, only by a nominee of the Depository for such series,
or by the Depository or any such nominee of a successor Depository for such
series selected or approved by the Company or to a nominee of such successor
Depository.

         If (a) at any time the Depository for Global Debentures of any series
of Debentures notifies the Company that it is unwilling or unable to continue as
Depository for such Global Debentures or if at any time the Depository for such
Global Debentures shall no longer be a clearing agency registered or in good
standing under the Exchange Act or other applicable statute or regulation, and a
successor Depository for such Global Debentures is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, (b) the Company determines in its sole
discretion, that the Debentures of any series shall no longer be represented by
one or more Global Debentures and delivers to the Trustee an Officers'
Certificate evidencing such determination or (c) a Default or an Event of
Default occurs and is continuing, then the provisions of this Section shall no
longer apply to the Debentures of such series. In such event, the Company will
execute and the Trustee, upon receipt of an Officers' Certificate evidencing
such determination by the Company, will authenticate and deliver Debentures of
such series and of like tenor in definitive registered form, in authorized
denominations, and in aggregate principal amount equal to the principal amount
of the Global Debentures of such series in exchange for such Global Debentures.
Upon the exchange of Global Debentures for such Debentures in definitive
registered form without coupons, in authorized denominations, the Global
Debentures shall be canceled by the Trustee. Such Debentures in definitive
registered form issued in exchange for Global Debentures pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depository, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Debentures to the Persons in whose names such Debentures are so registered.

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

         Members of or participants in the Depository shall have no rights under
this Indenture with respect to any Global Debenture held on their behalf by the
Depository, and such Depository or its nominee, as the case may be, may be
treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the Holder of such Global Debentures for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its members or participants, the
operation of customary practices governing exercise of the rights of a Holder of
any Debenture, including without limitation the granting of proxies or other
authorization of participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under this Indenture.

SECTION 2.12      CANCELLATION.

         All Debentures surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly canceled by the Trustee. The Company 


                                       18
<PAGE>   25
may at any time deliver to the Trustee for cancellation any Debentures
previously authenticated and made available for delivery hereunder which the
Company may have acquired in any manner whatsoever, and all Debentures so
delivered shall be promptly canceled by the Trustee. The Company may not reissue
or issue new Debentures to replace Debentures it has paid or delivered to the
Trustee for cancellation. No Debentures shall be authenticated in lieu of or in
exchange for any Debentures canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Debentures held by the
Trustee shall be destroyed by the Trustee, and the Trustee shall deliver a
certificate of destruction to the Company.


                                    ARTICLE 3
                                   REDEMPTION

SECTION 3.01      REDEMPTION: NOTICE TO TRUSTEE.

         (a) The Company may redeem the Debentures of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01.

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

SECTION 3.02      SELECTION OF DEBENTURES TO BE REDEEMED.

         If less than all the outstanding Debentures of a series are to be
redeemed at any time, the Trustee shall select the Debentures of such series to
be redeemed by lot or by any other method the Trustee considers fair and
appropriate. The Trustee shall make the selection at least 30 but not more than
60 days before the Redemption Date from outstanding Debentures of such series
not previously called for redemption. Provisions of this Indenture that apply to
Debentures called for redemption also apply to portions of Debentures called for
redemption. The Trustee shall notify the Company promptly of the Debentures or
portions of Debentures to be redeemed.

SECTION 3.03      NOTICE OF REDEMPTION.

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

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


                                       19
<PAGE>   26
         (a) the Redemption Date;

         (b) the Redemption Price;

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

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

         (e) if fewer than all the outstanding Debentures of any series are to
be redeemed, the identification and principal amounts of the particular
Debentures to be redeemed and that, on and after the Redemption Date, upon
surrender of such Debentures, a new Debenture or Debentures of the same series
and of like tenor and in a principal amount equal to the unredeemed portion
thereof will be issued;

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

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

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

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

SECTION 3.04      EFFECT OF NOTICE OF REDEMPTION.

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


                                       20
<PAGE>   27
SECTION 3.05      DEPOSIT OF REDEMPTION PRICE.

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

SECTION 3.06      DEBENTURES REDEEMED IN PART.

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


                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01      PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST

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

         (b) Notwithstanding the provisions of Section 4.01(a) or any other
provision herein to the contrary, the Company shall have the right, as provided
in a Board Resolution or supplemental indenture issued pursuant to Section 2.01,
in its sole and absolute discretion at any time and from time to time while the
Debentures of any series are outstanding, so long as no Event of Default with
respect to such series of Debentures has occurred and is continuing, to defer
payments of interest by extending the interest payment period for such series of
Debentures for the maximum consecutive period, if any, specified for such series
of Debentures, provided that such Extension Period must end on an Interest
Payment Date and shall not extend beyond the Stated Maturity Date or Redemption
Date of any Debenture of such series, and provided further that at the end of
each Extension Period the Company shall pay all interest then accrued and unpaid
(together with interest thereon to the extent permitted by applicable law at the
rate accruing on such Debentures). Prior to the termination of an Extension
Period, the Company may shorten or may further extend the interest payment
period for such series of Debentures, provided that such 


                                       21
<PAGE>   28
Extension Period together with all such previous and further extensions may not
exceed the maximum consecutive period specified for such series of Debentures,
end on a date other than an Interest Payment Date or extend beyond the Stated
Maturity Date or Redemption Date of any Debenture of such series. The Company
shall give the Trustee notice of the Company's election to begin an Extension
Period for any series of Debentures and any shortening or extension thereof at
least five Business Days prior to: (i) the date notice of payment of interest on
such Debentures is required to be given to any national securities exchange on
which the related Preferred Securities, if any, or Debentures are then listed or
other applicable self-regulatory organization or (ii) the date of the notice of
the record or payment date of the related distribution on the Preferred
Securities issued by the Trust which is the Holder of the Debentures of such
series, but in any event not less than five Business Days prior to the Record
Date fixed by the Company for the payment of such interest. The Company shall
give or cause the Trustee to give notice (a form of which shall be provided by
the Company to the Trustee) of the Company's election to begin an Extension
Period to the Holders by first class mail, postage prepaid.

SECTION 4.02      PROHIBITION AGAINST DIVIDENDS, ETC.

         The Company shall not (a) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of the Company's Capital Stock or (b) make any payment of principal of or
premium, if any, or interest on or repay or repurchase or redeem any debt
securities of the Company (including Debentures) that rank pari passu with or
junior in right of payment to the Debentures or (c) make any guarantee payments
with respect to any guarantee by the Company of the debt securities of any
Subsidiary of the Company (including any Guarantee) if such guarantee ranks pari
passu or junior in right of payment to the Debentures (other than (i) dividends
or distributions in shares of, or options, warrants or rights to subscribe for
or purchase shares of, Common Stock of the Company, (ii) any declaration of a
dividend in connection with the implementation of a stockholders' rights plan,
or the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (iii) payments under any
Guarantee, (iv) as a result of a reclassification of the Company's Capital Stock
or the exchange or conversion of one class or series of the Company's Capital
Stock for another class or series of the Company's Capital Stock, (v) 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, and (vi) purchases of Common Stock
related to the issuance of Common Stock or rights under any of the Company's
benefit plans for its directors, officers or employees or any of the Company's
dividend reinvestment plans): (X) during any Extension Period, (Y) if at such
time there shall have occurred and is continuing any Default or Event of
Default, or (Z) if the Company shall be in default with respect to its payment
or other obligations under any Guarantee.

SECTION 4.03      SEC REPORTS.

         The Company shall file with the Trustee, within 15 days after it files
them with the SEC, copies of its annual report and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) which the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Company
is not subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the Trustee such information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which are specified in
Section 13 or 15(d) of the Exchange Act. The Company shall also comply with the
provisions of Section 314(a) of the TIA.


                                       22
<PAGE>   29
SECTION 4.04      COMPLIANCE CERTIFICATES.

         (a) The Company shall deliver to the Trustee, within 120 days after the
end of each of the Company's fiscal years, an Officers' Certificate stating
whether or not the signer knows of any Default or Event of Default. Such
certificate shall contain a certification from the Principal Executive Officer,
Principal Financial Officer or 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, such compliance
shall be determined without regard to any period of grace or requirement of
notice provided under this Indenture. If such Officer does know of such a
Default or Event of Default, the Officers' Certificate shall describe any such
Default or Event of Default, and its status. Such Officers' Certificate need not
comply with Sections 13.04 and 13.05.

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

SECTION 4.05      FURTHER INSTRUMENTS AND ACTS.

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

SECTION 4.06      PAYMENT OF EXPENSES OF EACH TRUST.

         The Company covenants for the benefit of the Holders of each series of
Debentures to pay all of the obligations, costs and expenses of such Trust
(other than payments in respect of Trust Securities) in accordance with the
provisions of its Trust Agreement and to pay the taxes of such Trust in
accordance with the provisions of its Trust Agreement in order to permit such
Trust to make distributions on and redemptions of its Preferred Securities in
accordance with such Trust Agreement.

SECTION 4.07      OWNERSHIP OF COMMON SECURITIES.

         So long as the Trust Securities of each Trust remain outstanding, the
Company hereby covenants (a) to maintain 100% direct or indirect ownership of
the common securities issued by such Trust (it being understood that any
permitted successor of the Company under this Indenture may succeed to the
Company's ownership of such common securities), (b) to use its best efforts to
cause each Trust (i) to remain a business trust, except in connection with the
distribution of Debentures to the holders of related Trust Securities in
liquidation of such Trust, the conversion, exchange or redemption of all of such
Trust Securities, or certain mergers, consolidations or amalgamations, each as
permitted by the applicable Trust Agreement, and (ii) to otherwise continue to
be classified as a grantor trust for United States federal income tax purposes,
(c) to use its best efforts to cause each holder of each Trust's Trust
Securities to be treated as owning an undivided beneficial interest in the
related Debentures and (d) not to cause, as sponsor of each Trust, or to permit,
as holder of the common securities, the dissolution, liquidation or winding-up
of any Trust, except as provided in the applicable Trust Agreement.


                                       23
<PAGE>   30
                                    ARTICLE 5
                              SUCCESSOR CORPORATION

SECTION 5.01      WHEN THE COMPANY MAY MERGE, ETC.

         The Company may not consolidate with or merge with or into, or sell,
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety (either in one transaction or a series of
transactions) to, any Person, and no Person shall consolidate with or merge into
the Company or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to the Company, unless:

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

         (b) immediately prior to and after giving effect to such transaction
(and treating any Indebtedness which becomes an obligation of the Successor
Person or any Subsidiary as a result of such transaction as having been incurred
by such Person or such Subsidiary at the time of such transaction), no Default
or Event of Default shall have occurred and be continuing; and

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

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


                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01      EVENTS OF DEFAULT.

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


                                       24
<PAGE>   31
         (a) default in the payment, when due, of interest on any Debenture of
that series and the default continues for a period of 30 days; provided, that
during any Extension Period for the Debentures of that series, failure to pay
interest on the Debentures of that series shall not constitute a Default or
Event of Default hereunder, or

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

         (c) default in the deposit of any sinking fund payment when and as due
by the terms of a Debenture of such series; or

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

         (e) a court of competent jurisdiction enters:

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

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

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

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

         (g) if applicable, failure by the Company to deliver the required
securities or other rights upon an appropriate conversion or exchange election
by Holders of the Debentures or the related Preferred Securities; or

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


                                       25
<PAGE>   32
         The term "Bankruptcy Law" means Title 11 of the United States Code, or
any similar federal or state bankruptcy, insolvency, reorganization or other law
for the relief of debtors. "Custodian" means any receiver, trustee, assignee,
liquidator, sequestrator, custodian or similar official under any Bankruptcy
Law.

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

SECTION 6.02      ACCELERATION.

         If any Event of Default with respect to the Debentures of any series
other than an Event of Default under clause (e) or (f) of Section 6.01 occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the Debentures of that series then outstanding may declare
the principal of, and any accrued interest on, all the Debentures of that series
due and payable immediately, provided that in the case of a series of Debentures
then held by a Trust, if upon an Event of Default with respect to the Debentures
of that series the Trustee has, or the Holders of at least 25% in aggregate
principal amount of the Debentures of that series then outstanding have, failed
to declare the principal of, and any accrued interest on, the Debentures of that
series to be immediately due and payable, the holders of at least 25% in
aggregate liquidation amount of the outstanding Preferred Securities of that
Trust shall have such right by a notice in writing to the Company and the
Trustee. If an Event of Default specified in clause (e) or (f) of Section 6.01
occurs, the principal of, and any accrued interest on, all the Debentures shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Debentureholders.

         The foregoing paragraph, however, is subject to the condition that if,
at any time after the principal of the Debentures of that series shall have been
so declared due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
all matured installments of interest upon all the Debentures of that series and
the principal of and premium, if any, on all Debentures of that series which
shall have become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate accruing on the Debentures of that series to the date of such payment or
deposit) and the amount payable to the Trustee under Section 7.06, and any and
all Defaults under the Indenture, other than the nonpayment of principal of and
interest on Debentures of that series which shall not have become due by their
terms, shall have been remedied or waived as provided in Section 6.04, then and
in every such case the Holders of at least a majority in aggregate principal
amount of the Debentures of that series then outstanding (subject to, in the
case of any series of Debentures held as assets of a Trust and with respect to
which a Security Exchange has not theretofore occurred, such consent of the
holders of the Preferred Securities and the Common Securities of such Trust as
may be required under the Trust Agreement of such Trust), by written notice to
the Company and to the Trustee, may rescind and annul such declaration and its
consequences with respect to 


                                       26
<PAGE>   33
that series of Debentures; but no such rescission and annulment shall extend to
or shall affect any subsequent default, or shall impair any right consequent
thereon.

SECTION 6.03      OTHER REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee may, in
its own name or as trustee of an express trust, institute, pursue and prosecute
any proceeding, including without limitation, any action at law or suit in
equity or other judicial or administrative proceeding to collect the payment of
principal of or premium, if any, or interest on the Debentures of the series
that is in default, to enforce the performance of any provision of the
Debentures of that series or this Indenture or to obtain any other available
remedy.

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

SECTION 6.04      WAIVER OF PAST DEFAULTS.

         If a Default or Event of Default with respect to a series of Debentures
has occurred and is continuing, the Holders of at least a majority in aggregate
principal amount of the Debentures of that series at the time outstanding, or,
if that series of Debentures is held by a Trust, the holders of at least a
majority in aggregate liquidation amount of the Preferred Securities of that
Trust, in each case by notice to the Trustee and the Company, may waive an
existing Default or Event of Default and its consequences except a Default or
Event of Default in the payment of the principal of or premium, if any, or
interest on any Debenture of that series (unless such Event of Default has been
cured and a sum sufficient to pay all matured installments of interest and
premium, if any and principal due otherwise than by acceleration has been
deposited with the Trustee) or a default in respect of a covenant or provision
which under this Indenture cannot be modified or amended without the consent of
the holder of each outstanding Debenture of that series. When a Default or Event
of Default is waived, it is deemed cured and shall cease to exist, but no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any consequent right.

SECTION 6.05      CONTROL BY HOLDERS.

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


                                       27
<PAGE>   34
interest on any Debentures) if the Trustee considers it in the interest of the
Holders of the Debentures to do so.

SECTION 6.06      LIMITATION ON SUITS.

         Except as provided in Section 6.07 or 6.08, no Holder of Debentures of
any series or holder of Preferred Securities of the Trust which is the Holder of
that series of Debentures may pursue any remedy with respect to this Indenture
or the Debentures unless:

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

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

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

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

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

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

SECTION 6.07      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM 
                  AND INTEREST.

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


                                       28
<PAGE>   35
SECTION 6.08      DIRECT ACTION RIGHT OF HOLDERS OF TRUST PREFERRED SECURITIES.

         If an Event of Default has occurred and is continuing and is
attributable either to (a) the failure of the Company to pay the principal of or
premium, if any, or interest on the Debentures on the due date therefor or (b)
the failure by the Company to deliver the required securities or other rights
upon an appropriate conversion or exchange right election, and an event of
default has occurred and is continuing under the applicable Trust Agreement, a
holder of the related Preferred Securities, in lieu of any action that may
otherwise be taken hereunder as a Holder of Debentures, may institute a legal
proceeding directly against the Company for enforcement of payment to such
holder of the principal of or premium, if any, or interest on such Debentures
having a principal amount equal to the liquidation amount of the Preferred
Securities held by such holder or for enforcement of such conversion or exchange
rights, as the case may be (a "Direct Action"). Notwithstanding anything
contained herein to the contrary, the Company may not amend this Indenture to
remove the foregoing right to bring a Direct Action without the prior written
consent of the holders of all of the Preferred Securities outstanding.
Notwithstanding any payments made to a holder of Preferred Securities by the
Company in connection with a Direct Action, the Company shall remain obligated
to pay the principal of and premium, if any, or interest on the related
Debentures, and the Company shall be subrogated to the rights of the holder of
such Preferred Securities with respect to payments on the Preferred Securities
to the extent of any payments made by the Company to such holder in any Direct
Action.

SECTION 6.09      COLLECTION SUITS BY THE TRUSTEE.

         The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holder of such Debenture, the whole amount then due and payable on such
Debenture for principal, premium, if any, and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium, if any, and on any overdue interest, at the rate or rates
prescribed therefor in such Debenture and in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

         If an Event of Default with respect to Debentures of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of 


                                       29
<PAGE>   36
Debentures of such series by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or such Debentures or in aid of the exercise of any power granted
herein, or to enforce any other remedy available under this Indenture or by law.

SECTION 6.10      TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

         (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.06.

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

SECTION 6.11      PRIORITIES.

         If the Trustee collects any money pursuant to this Article 6, it shall,
subject to Article 10, pay out the money in the following order:

         FIRST:            to the Trustee for amounts due under Section 7.06;

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

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

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


                                       30
<PAGE>   37
SECTION 6.12      UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant (other than the Trustee) in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section does not apply to a suit by
the Trustee, a suit by a Holder of Debentures or holder of Preferred Securities
pursuant to Section 6.07 or 6.08 or a suit by Holders of Debentures of more than
10% in aggregate principal amount of the outstanding Debentures of any series
or, if a series of Debentures is held by a Trust, the holders of more than 10%
in aggregate liquidation amount of the Preferred Securities of that Trust.


                                    ARTICLE 7
                                   THE TRUSTEE

SECTION 7.01      DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

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

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

         (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

               (i) this clause (c) does not limit the effect of Section 7.01(b);

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

             (iii) the Trustee shall not be liable with respect to any action it
         takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05.


                                       31
<PAGE>   38
         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to Section 7.01(a), (b), (c) and (e) and Section 7.02.

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

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

         (g) Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall not be
liable for interest on any money held by it hereunder except as otherwise agreed
with the Company.

SECTION 7.02      RIGHTS OF THE TRUSTEE.

         Subject to Sections 315(a) through 315(d) of the TIA:

         (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,
coupon or other paper or document reasonably believed by it to be genuine and to
have been signed or presented by the proper party or parties;

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

         (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
shall be herein specifically prescribed) may, in the absence of 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 or pursuant to this Indenture at the request or
direction of any of the Holders of Debentures of any series pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;


                                       32
<PAGE>   39
         (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
coupon or other paper or document, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine, during business hours and upon
reasonable notice, the books, records and premises of the Company, personally or
by agent or attorney; and

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

SECTION 7.03      NOT RESPONSIBLE FOR RECITALS OR ISSUANCES OF DEBENTURES.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Debentures. The Trustee shall not be accountable for the
Company's use of the proceeds from the Debentures, and the Trustee shall not be
responsible for any statement in this Indenture or the Debentures or any report
or certificate issued by the Company hereunder or any registration statement
relating to the Debentures (other than the Trustee's Certificate of
Authentication and the Trustee's Statement of Eligibility on Form T-1), or the
determination as to which beneficial owners are entitled to receive any notices
hereunder.

SECTION 7.04      NOTICE OF DEFAULTS.

         If a Default occurs and is continuing with respect to the Debentures of
any series and if it is known to the Trustee, the Trustee shall mail to each
Holder of a Debenture of that series notice of the Default within 90 days after
it becomes known to the Trustee unless such Default shall have been cured or
waived. Except in the case of a Default described in Section 6.01(a), (b) or
(g), the Trustee may withhold such notice if and so long as a committee of
Responsible Officers in good faith determines that the withholding of such
notice is in the interests of the Holders of the Debentures of that series. The
Trustee shall not be charged with knowledge of any Default unless a Responsible
Officer assigned to the Corporate Trust Department of the Trustee shall have
actual knowledge of the Default. The second sentence of this Section shall be in
lieu of the proviso to TIA Section 315(b). Said proviso is hereby expressly
excluded from this Indenture, as permitted by the TIA.

SECTION 7.05      REPORTS BY TRUSTEE TO HOLDERS.

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

         A copy of each report at the time of its mailing to Debentureholders
shall be filed with the Company, the SEC and any securities exchange on which
the Debentures are listed. The Company agrees to promptly notify the Trustee
whenever the Debentures become listed on any securities exchange and of any
listing thereof.


                                       33
<PAGE>   40
SECTION 7.06      COMPENSATION AND INDEMNITY.

         The Company covenants and agrees:

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

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

         (c) to indemnify the Trustee, its officers, employees, directors and
shareholders, for, and to hold it harmless against, any and all loss, liability
or expense, incurred without negligence or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

         Before, after or during an Event of Default with respect to the
Debentures of a series, the Trustee shall have a claim and lien prior to the
Debentures of that series as to all property and funds held by it hereunder for
any amount owing it for its fees and expenses or any predecessor Trustee
pursuant to this Section, except with respect to funds held by the Trustee or
any Paying Agent in trust for the payment of principal of or premium, if any, or
interest on Debentures pursuant to Section 2.05 or Section 8.01.

         The Company's payment and indemnity obligations pursuant to this
Section are not subject to Article 10 of this Indenture and shall survive the
discharge of this Indenture. When the Trustee renders services or incurs
expenses after the occurrence of a Default specified in Section 6.01, the
compensation for services and expenses are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.07      ELIGIBILITY; DISQUALIFICATION.

         (a) The Trustee shall at all times satisfy the requirements of the TIA
Sections 310(a)(1) and 310(a)(2). The Trustee (or any Affiliate thereof which
has unconditionally guaranteed the obligations of the Trustee hereunder) shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recently published annual report of condition. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

         (b) The Trustee shall comply with TIA Section 310(b). In determining
whether the Trustee has conflicting interests as defined in TIA Section
310(b)(1), the provisions contained in the proviso to TIA Section 310(b)(1) and
the Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated
herein.


                                       34
<PAGE>   41
SECTION 7.08      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 7.09.

         (b) The Trustee may resign at any time with respect to the Debentures
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 7.09 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
Debentures of such series.

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

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

         (e) If at any time:

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

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

                  (iii) the Trustee shall become incapable of acting or shall be
         adjudged bankrupt or insolvent, or a receiver of Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation, then, in any such case,
         (1) the Company by a Board Resolution may remove the Trustee with
         respect to all Debentures, or (2) subject to Section 6.12, any Holder
         of a Debenture who has been a bona fide Holder of a Debenture for at
         least six months may, on behalf of himself and all others similarly
         situated, petition any court of competent jurisdiction for the removal
         of the Trustee with respect to all Debentures of such series and the
         appointment of a successor Trustee or Trustees.

         (f) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Debentures of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Debentures of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debentures of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Debentures of any particular series) and shall comply with
the applicable requirements of Section 7.09. If, within one year after such


                                       35
<PAGE>   42
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Debentures of any series shall be
appointed by Act of the Holders of at least a majority in principal amount of
the outstanding Debentures of such series, notice of such appointment shall be
delivered to the Company and the retiring Trustee. The successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 7.09, become the successor Trustee
with respect to the Debentures of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Debentures of any series shall have been so appointed by the Company or
the Holders of Debentures and accepted appointment in the manner required by
Section 7.09, any Holder of a Debenture who has been a bona fide Holder of a
Debenture of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Debentures of such
series.

         (g) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Debentures of any series and each appointment
of a successor Trustee with respect to the Debentures of any series in the
manner provided in Section 13.02. Each notice shall include the name of the
successor Trustee with respect to the Debentures of such series and the address
of its Corporate Trust Office.

SECTION 7.09      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Debentures of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Debentures of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and deeds of the Trustee with respect to the Debentures of that or those
series which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee is not retiring with respect to all Debentures, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Debentures of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (iii) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees as co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the


                                       36
<PAGE>   43
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Debentures of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Debentures of that or those series to
which the appointment of such successor Trustee relates.

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

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

SECTION 7.10      SUCCESSOR TRUSTEE BY MERGER.

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


                                    ARTICLE 8
                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

SECTION 8.01      SATISFACTION AND DISCHARGE OF INDENTURE.

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

         (a)      either

                           (i) all Debentures of such series theretofore
                  authenticated and delivered (other than (1) Debentures of such
                  series which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 2.08, and
                  (2) Debentures of such series for whose payment money has
                  theretofore been deposited in trust or segregated and held in
                  trust by the Company and thereafter repaid to the Company or
                  discharged from such trust, as provided in Section 8.04) have
                  been delivered to the Trustee for cancellation; or

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

                                    (1) have become due and payable, or


                                       37
<PAGE>   44
                                    (2) will become due and payable at their
                           stated maturity within one year, or

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

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

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, with
respect to any series of Debentures, the obligations of the Company to the
Trustee under Section 7.06 and, if money shall have been deposited with the
Trustee pursuant to clause (a)(ii) of this Section, the following obligations of
the Company and the Trustee with respect to the Debentures of such series, shall
survive: (i) the rights of registration of transfer and exchange of Debentures
of such series, (ii) the replacement of apparently mutilated, defaced,
destroyed, lost or stolen Debentures of such series, (iii) the rights of the
Holders of the Debentures of such series to receive payments of the principal of
and premium, if any, interest on the Debentures of such series, (iv) the rights
of the Holders of the Debentures of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them, (v) the obligation of the Company to maintain an Office or Agency for
payments on and registration of transfer of the Debentures of such series, (vi)
the rights, obligations and immunities of the Trustee hereunder, and (vii) any
rights to convert or exchange the Debentures of such series into other
securities or rights in accordance with their terms.

SECTION 8.02      APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF 
                  DEBENTURES.

         Subject to Section 8.04, all moneys deposited with the Trustee pursuant
to Section 8.01 shall be held in trust and applied by it to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent), to the Holders of the Debentures of the series for the payment


                                       38
<PAGE>   45
or redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest, but such money
need not be segregated from other funds except to the extent required by law.

SECTION 8.03      REPAYMENT OF MONEYS HELD BY PAYING AGENT.

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

SECTION 8.04      RETURN OF MONEYS HELD BY THE TRUSTEE AND PAYING AGENT 
                  UNCLAIMED FOR TWO YEARS.

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


                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

SECTION 9.01      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

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


                                       39
<PAGE>   46
         (d) to change or eliminate any of the provisions of this Indenture,
provided, that any such change or elimination shall become effective only when
there is no Debenture outstanding of any series created prior to the execution
of such supplemental indenture which is entitled to the benefit of such
provision; or

         (e) to establish the form or terms of Debentures of any series as
permitted by Section 2.01 or, in lieu of any such supplemental indenture, the
Company may provide the Trustee with an Officers' Certificate with respect to
the form or terms of such Debentures; or

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

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

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

         (i) to maintain qualification of this Indenture under the TIA; or

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

SECTION 9.02      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         The Company and the Trustee may amend this Indenture in any manner not
permitted by Section 9.01 or may waive future compliance by the Company with any
provisions of this Indenture with the consent of the Holders of at least a
majority in aggregate principal amount of the Debentures of each series affected
thereby then outstanding (and, in the case of any series of Debentures held as
assets of a Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of holders of the Preferred Securities and
the Common Securities of such Trust as may be required under the Trust Agreement
of such Trust). Such an amendment or waiver may not, without the consent of each
Holder of any Debenture affected thereby:

         (a) reduce the principal amount of such Debentures;

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


                                       40
<PAGE>   47
         (c) change (i) the stated maturity of the principal of or the interest
on such Debentures, except in connection with any Extension Period, (ii) the
rate of interest (or the manner of calculation thereof) on such Debentures, or
(iii) the duration of the maximum consecutive period that payments of interest
on such Debentures may be deferred;

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

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

         (f) make any change in Article 10 that adversely affects the rights of
the Holders of the Debentures or any change to any other Section hereof that
adversely affects their rights under Article 10; or

         (g) change Section 6.07 or 6.08;

provided that, in the case of the outstanding Debentures of a series then held
by a Trust, no such amendment shall be made that adversely affects the holders
of the Preferred Securities of that Trust, and no waiver of any Event of Default
with respect to the Debentures of that series or compliance with any covenant
under this Indenture shall be effective, without the prior consent of the
holders of at least a majority of the aggregate liquidation amount of the
outstanding Preferred Securities of that Trust or the holder of each such
Preferred Security, as applicable.

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

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

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

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


                                       41
<PAGE>   48
SECTION 9.03      COMPLIANCE WITH TRUST INDENTURE ACT.

         Every supplemental indenture executed pursuant to this Article 9 shall
comply with the TIA.

SECTION 9.04      REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS.

         Until an amendment, waiver or other action by Holders becomes
effective, a consent, waiver or any other action by a Holder of a Debenture
hereunder is a continuing consent by the Holder and every subsequent Holder of
that Debenture or portion of the Debenture that evidences the same obligation as
the consenting Holder's Debenture, even if notation of the consent, waiver or
action is not made on such Debenture. However, any such Holder or subsequent
Holder may revoke the consent, waiver or action as to such Holder's Debenture or
portion of the Debenture if the Trustee receives the notice of revocation before
the consent of the requisite aggregate principal amount of such Debentures then
outstanding has been obtained and not revoked. After an amendment, waiver or
action becomes effective, it shall bind every Holder of the Debentures of the
related series, except as provided in Section 9.02.

         The Company may, but shall not be obligated to, fix a Record Date for
the purpose of determining the Persons entitled to consent to any amendment or
waiver. If a Record Date is fixed, then, notwithstanding the first two sentences
of the immediately preceding paragraph, only Holders of Debentures or holders of
Preferred Securities, as applicable, on such Record Date or their duly
designated proxies, and only those Persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given,
whether or not such Persons continue to be such after such Record Date. No such
consent shall be valid or effective for more than 90 days after such Record
Date.

SECTION 9.05      NOTATION ON OR EXCHANGE OF DEBENTURES.

         Debentures of the related series authenticated and made available for
delivery after the execution of any supplemental indenture pursuant to this
Article 9 may, and shall, if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Debentures so modified to
conform, in the opinion of the Trustee and the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and made available for delivery by the Trustee in exchange for
outstanding Debentures.

SECTION 9.06      EXECUTION OF SUPPLEMENTAL INDENTURES.

         The Trustee shall execute any supplemental indenture authorized
pursuant to this Article 9 if the supplemental indenture does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does,
the Trustee may, but need not, execute it. In executing such supplemental
indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Officers' Certificate and Opinion of Counsel
stating that such supplemental indenture is authorized or permitted by this
Indenture.


                                       42
<PAGE>   49
SECTION 9.07      EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture under this Article 9,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes and every Holder
of Debentures of the related series theretofore or thereafter authenticated and
made available for delivery hereunder shall be bound thereby.


                                   ARTICLE 10
                                  SUBORDINATION

SECTION 10.01     DEBENTURES SUBORDINATED TO SENIOR INDEBTEDNESS.

         Notwithstanding the provisions of Section 6.11 or any other provision
herein or in any Debenture, the Company and the Trustee and, by their acceptance
thereof, the Holders of the Debentures (a) covenant and agree that all payments
by the Company of the principal of and premium, if any, and interest on the
Debentures (other than Debentures which have been discharged pursuant to Article
8) shall be subordinated in accordance with the provisions of this Article 10 to
the prior payment in full, in cash or cash equivalents, of all amounts payable
on, under or in connection with Senior Indebtedness, and (b) acknowledge that
holders of Senior Indebtedness are or shall be relying on this Article 10.
Nothing herein or in any Debenture is intended to or shall limit the amount of
Senior Indebtedness the Company may incur.

SECTION 10.02     PRIORITY AND PAYMENT OF PROCEEDS IN CERTAIN EVENTS: REMEDIES
                  STANDSTILL.

         (a) Upon any payment or distribution of assets or securities of the
Company, as the case may be, of any kind or character, whether in cash, property
or securities, upon any dissolution or winding up or total or partial
liquidation or reorganization of the Company, whether voluntary or involuntary,
or in bankruptcy, insolvency, receivership or other proceedings, all amounts
payable on, under or in connection with Senior Indebtedness (including any
interest accruing on such Senior Indebtedness subsequent to the commencement of
a bankruptcy, insolvency, receivership or similar proceeding) shall first be
paid in full in cash, or payment provided for in cash or cash equivalents,
before the Holders or the Trustee on behalf of the Holders or the holders of
Preferred Securities shall be entitled to receive from the Company any payment
of principal of or premium, if any, or interest on the Debentures or
distribution of any assets or securities.

         (b) No direct or indirect payment by or on behalf of the Company of
principal of or premium, if any, or interest on the Debentures (other than
Debentures which have been discharged pursuant to Article 8), whether pursuant
to the terms of the Debentures or upon acceleration or otherwise, shall be made
if, at the time of such payment, there exists (i) a default in the payment of
all or any portion of any Senior Indebtedness and the Trustee has received
written notice thereof from the Company, from holders of Senior Indebtedness or
from any trustee, representative or agent therefor, or (ii) any other default
affecting Senior Indebtedness as a result of which the maturity of Senior
Indebtedness has been accelerated and the Trustee has received written notice
from the Company, from holders of Senior Indebtedness or from any trustee,
representative or agent therefor, and such default shall not have been cured or
waived by or on behalf of the holders of such Senior Indebtedness.


                                       43
<PAGE>   50
         (c) If, notwithstanding the foregoing provisions prohibiting such
payment or distribution, the Trustee or any Holder shall have received any
payment on account of the principal of or premium, if any, or interest on the
Debentures when such payment is prohibited by this Section and before all
amounts payable on, under or in connection with Senior Indebtedness are paid in
full in cash or cash equivalents, then and in such event (subject to the
provisions of Section 10.08) such payment or distribution shall be received and
held in trust for the holders of Senior Indebtedness and, at the written
direction of the trustee, representative or agent for the holders of the Senior
Indebtedness, shall be paid to the holders of the Senior Indebtedness remaining
unpaid to the extent necessary to pay such Senior Indebtedness in full in cash
or cash equivalents.

         Upon any payment or distribution of assets or securities referred to in
this Article 10, the Trustee and the Holders shall be entitled to rely upon any
order or decree of a court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending, and upon a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making any such payment or distribution, delivered to the
Trustee for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
10.

SECTION 10.03     PAYMENTS WHICH MAY BE MADE PRIOR TO NOTICE.

         Nothing in this Article 10 or elsewhere in this Indenture shall prevent
(a) the Company, except under the conditions described in Section 10.02, from
making payments of principal of or premium, if any, or interest on the
Debentures or from depositing with the Trustee any monies for such payments, or
(b) the application by the Trustee of any monies deposited with it for the
purpose of making such payments of principal of or premium, if any, or interest
on the Debentures, to the Holders entitled thereto, unless at least one Business
Day prior to the date when such payment would otherwise (except for the
prohibitions contained in Section 10.02) become due and payable, the Trustee
shall have received the written notice provided for in Section 10.02(b)(i) or
(ii).

SECTION 10.04     RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT TO BE IMPAIRED.

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

         The provisions of this Article 10 are intended to be for the benefit
of, and shall be enforceable directly by, the holders of Senior Indebtedness.
Notwithstanding anything to the contrary in this Article 10, to the extent any
Holders or the Trustee have paid over or delivered to any holder of Senior
Indebtedness any payment or distribution received on account of the principal of
or premium, if any, or interest on the Debentures to which any other holder of
Senior Indebtedness shall be entitled to share in accordance with Section 10.02,
no holder of Senior Indebtedness shall have a claim or right against any Holders
or the Trustee with respect to any such payment or distribution or as a result
of the failure to make payments or distributions to such other holder of Senior
Indebtedness.


                                       44
<PAGE>   51
SECTION 10.05     TRUSTEE MAY TAKE ACTION TO EFFECTUATE SUBORDINATION.

         Each Holder of a Debenture, by his acceptance thereof, authorizes and
directs the Trustee on his behalf to take such action as may be required by the
trustee, representative or agent for holders of Senior Indebtedness or by the
Company to effectuate, as between the holders of Senior Indebtedness and the
Holders, the subordination as provided in this Article 10 and appoints the
Trustee his attorney-in-fact for any and all such purposes.

SECTION 10.06     SUBROGATION.

         Upon the payment in full, in cash or cash equivalents, of all Senior
Indebtedness, any Holder shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments or distributions of assets of the
Company in respect of such Senior Indebtedness until the Debentures shall be
paid in full; and for the purposes of such subrogation, no payments or
distributions to holders of such Senior Indebtedness of any cash property or
securities to which such Holders of the Debentures would be entitled except for
this Article 10, and no payment pursuant to this Article 10 to holders of such
Senior Indebtedness by such Holders of the Debentures, shall, as between the
Company, its creditors other than holders of such Senior Indebtedness and such
Holders of the Debentures, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness, it being understood that the provisions of
this Article 10 are solely for the purpose of defining the relative rights of
the holders of such Senior Indebtedness, on the one hand, and such Holders of
the Debentures, on the other hand.

         If any payment or distribution to which Holders of Debentures would
otherwise have been entitled but for the provisions of this Article 10 shall
have been applied, pursuant to this Article 10, to the payment of all Senior
Indebtedness, then and in such case such Holders of the Debentures shall be
entitled to receive from the holders of such Senior Indebtedness at the time
outstanding any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount sufficient to pay, in cash or cash
equivalents, all such Senior Indebtedness in full.

SECTION 10.07     OBLIGATIONS OF COMPANY UNCONDITIONAL; REINSTATEMENT.

         Nothing in this Article 10 or elsewhere in this Indenture or in any
Debenture is intended to or shall impair, as between the Company and Holders of
the Debentures, the obligations of the Company, which are absolute and
unconditional, to pay to such Holders the principal of and premium, if any, and
interest on the Debentures as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of such Holders of the Debentures and creditors of the Company other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or any Holder of Debentures or holder of Preferred
Securities, as applicable, from exercising all remedies otherwise permitted by
applicable law under this Indenture, subject to the rights, if any, under this
Article 10 of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

         The failure to make a scheduled payment of principal of or premium, if
any, or interest on the Debentures by reason of Section 10.02 shall not be
construed as preventing the occurrence of a Default or an Event of Default under
Section 6.01; provided, however, that if (a) the conditions preventing the
making of such payment no longer exist, and (b) such Holders of the Debentures
are made whole with respect to such omitted payments, the Default or Event of
Default relating thereto (including any failure 


                                       45
<PAGE>   52
to pay any accelerated amounts) shall be automatically waived, and the
provisions of the Indenture shall be reinstated as if no such Event of Default
had occurred.

SECTION 10.08     TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE
                  OF NOTICE.

         The Trustee or Paying Agent shall not be charged with the knowledge of
the existence of any default in the payment of all or a portion of any Senior
Indebtedness or any other default affecting Senior Indebtedness as a result of
which the maturity of the Senior Indebtedness has been accelerated, unless and
until the Trustee or Paying Agent shall have received written notice thereof;
from the Company or one or more holders of Senior Indebtedness or from any
trustee, representative or agent therefor; and, prior to the receipt of any such
written notice, the Trustee or Paying Agent may conclusively assume that no such
facts exist.

         Unless at least two Business Days prior to the date when by the terms
of this Indenture any monies are to be deposited by the Company with the Trustee
or any Paying Agent for any purpose (including, without limitation, the payment
of the principal of or premium, if any, or interest on any Debenture), the
Trustee or Paying Agent shall have received with respect to such monies the
notice provided for in Section 10.02, the Trustee or Paying Agent shall have
full power and authority to receive and apply such monies to the purpose for
which they were received. Neither of them shall be affected by any notice to the
contrary, which may be received by either on or after such second Business Day.
The foregoing shall not apply to the Paying Agent if the Company is acting as
Paying Agent. Nothing in this Section shall limit the right of the holders of
Senior Indebtedness to recover payments as contemplated by Section 10.02. The
Trustee or Paying Agent shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or itself to be a holder of such
Senior Indebtedness (or a trustee, representative or agent on behalf of such
holder) to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee, representative or agent on behalf of any such holder.
The Trustee shall not be deemed to have any duty to the holders (and shall be
fully protected in relying upon such notice) of Senior Indebtedness.

SECTION 10.09     RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS.

         The Trustee and any Paying Agent shall be entitled to all of the rights
set forth in this Article 10 in respect of any Senior Indebtedness at any time
held by them to the same extent as any other holder of such Senior Indebtedness,
and nothing in this Indenture shall be construed to deprive the Trustee or any
Paying Agent of any of its rights as such holder.


                                   ARTICLE 11
                                  SINKING FUNDS

SECTION 11.01     APPLICABILITY OF ARTICLE.

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


                                       46
<PAGE>   53
         The minimum amount of any sinking fund payment provided for by the
terms of Debentures of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Debentures of such series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Debentures of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 11.02. Each sinking fund payment shall be applied to the
redemption of Debentures of any series as provided for by the terms of
Debentures of such series and this Indenture.

SECTION 11.02     SATISFACTION OF SINKING FUND PAYMENTS WITH DEBENTURES.

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

SECTION 11.03     REDEMPTION OF DEBENTURES FOR SINKING FUND.

         Not less than 60 days prior to each sinking fund payment date for any
series of Debentures, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Debentures of that series pursuant to Section 11.02, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Debentures to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Debentures to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.02 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.03. Such notice having been duly given, the
redemption of such Debentures shall be made upon the terms and in the manner
stated in Sections 3.04 and 3.06.


                                       47
<PAGE>   54
                                   ARTICLE 12
                          MEETINGS OF DEBENTUREHOLDERS

SECTION 12.01     PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

         A meeting of Holders of Debentures of any series may be called at any
time and from time to time pursuant to this Article 12 to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Debentures of such series.

SECTION 12.02     CALL, NOTICE AND PLACE OF MEETINGS.

         (a) The Trustee may at any time call a meeting of Holders of Debentures
of any series for any purpose specified in Section 12.01, to be held at such
time and at such place in the Borough of Manhattan, the City of New York, or in
such other place as the Trustee shall determine. Notice of every meeting of
Holders of Debentures of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 13.02, not less than
20 nor more than 180 days prior to the date fixed for the meeting.

         (b) In case at any time the Company, by or pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
outstanding Debentures of any series shall have requested the Trustee to call a
meeting of the Holders of Debentures of such series for any purpose specified in
Section 12.01, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of such meeting within 20 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Debentures of such series in the amount above
specified, as the case may be, may determine the time and the place for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in clause (a) of this Section.

SECTION 12.03     PERSONS ENTITLED TO VOTE AT MEETINGS.

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

SECTION 12.04     QUORUM; ACTION.

         The Persons entitled to vote at least a majority in principal amount of
the outstanding Debentures of a series shall constitute a quorum for a meeting
of Holders of Debentures of such series; provided, however, that if any action
is to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of at least 66-2/3% in
principal amount of the outstanding Debentures of a series, the Persons entitled
to vote such percentage in principal amount of the 


                                       48
<PAGE>   55
outstanding Debentures of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes after the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Debentures of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 12.02(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the outstanding Debentures of such series which shall
constitute a quorum.

         Except as limited by the proviso to Section 9.02, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of at least a majority in principal amount of the outstanding Debentures of that
series; provided, however, that, except as limited by the proviso to Section
9.02, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture or any
supplemental indenture expressly provides may be made, given or taken by the
Holders of a specified percentage in principal amount of the outstanding
Debentures of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative vote
of the Holders of such specified percentage in principal amount of the
outstanding Debentures of such series.

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

SECTION 12.05     DETERMINATION  OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF 
                  MEETINGS.

         (a) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Debentures of a series in regard to proof of the holding of
Debentures of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Debentures shall be proved in the manner specified in Section 1.05 and the
appointment of any proxy shall be proved in the manner specified in Section
1.05. Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 1.05 or other proof.

         (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Debentures as provided in Section 12.02(b), in which
case the Company or the Holders of Debentures of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote at least a majority in principal amount of
the outstanding Debentures of such series represented at the meeting.


                                       49
<PAGE>   56
         (c) At any meeting each Holder of a Debenture of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of the
outstanding Debentures of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Debenture challenged as not outstanding and ruled by the chairman of the meeting
to be not outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Debenture of such series or proxy.

         (d) Any meeting of Holders of Debentures of any series duly called
pursuant to Section 12.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote at least a majority in principal amount
of the outstanding Debentures of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 12.06     COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

         The vote upon any resolution submitted to any meeting of Holders of
Debentures of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debentures of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the outstanding Debentures of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Debentures of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 12.02 and, if
applicable, Section 12.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.


                                   ARTICLE 13
                                  MISCELLANEOUS

SECTION 13.01     TRUST INDENTURE ACT CONTROLS.

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


                                       50
<PAGE>   57
SECTION 13.02     NOTICES.

         Any notice, request or other communication required or permitted to be
given hereunder shall be in writing and delivered, telecopied or mailed by
first-class mail, postage prepaid, addressed as follows:

         if to the Company:

               Hercules Incorporated
               Hercules Plaza, 1313 North Market Street
               Wilmington, Delaware 19894-0001
               Facsimile No.: (302) 594-5210
               Attention: Vice President and Treasurer, and Corporate Secretary

         if to the Trustee:

               The Chase Manhattan Bank
               One Liberty Place, 52nd Floor
               1650 Market Street
               Philadelphia, PA 19103
               Facsimile No.: (215) 972-8372
               Attention: Corporate Trust Department

         The Company or the Trustee, by giving notice to the other, may
designate additional or different addresses for subsequent notices of
communications. The Company shall notify the holder, if any, of Senior
Indebtedness of any such additional or different addresses of which the Company
receives notice from the Trustee.

         Any notice or communication given to a Debentureholder shall be mailed
or delivered to the Debentureholder at the Debentureholder's address as it
appears on the Register of the Registrar and shall be sufficiently given if
mailed within the time prescribed.

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

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

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


                                       51
<PAGE>   58
SECTION 13.03     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

SECTION 13.04     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

         (a) an Officers' Certificate (complying with Section 13.05) stating
that, in the opinion of such Officer, all conditions precedent to the taking of
such action have been complied with; and

         (b) if applicable, an Opinion of Counsel (complying with Section 13.05)
stating that, in the opinion of such counsel all such conditions precedent to
the taking of such action have been complied with.

SECTION 13.05     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each Officers' Certificate and Opinion of Counsel with respect to
compliance with a covenant or condition provided for in this Indenture shall
include:

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

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

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

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

SECTION 13.06     SEVERABILITY CLAUSE.

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


                                       52
<PAGE>   59
SECTION 13.07     RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR.

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

SECTION 13.08     LEGAL HOLIDAYS.

         A "Legal Holiday" is any day other than a Business Day. If any
specified date (including a date for giving notice) is a Legal Holiday, the
action to be taken on such date shall be taken on the next succeeding day that
is not a Legal Holiday, and if such action is a payment in respect of the
Debentures, unless otherwise specified pursuant to Section 2.01 no principal,
premium, if any, or interest shall accrue in respect of such payment for the
intervening period.

SECTION 13.09     GOVERNING LAW.

         This Indenture and the Debentures shall be governed by and construed in
accordance with the laws of the State of New York without regard to its
principles of conflicts of laws.

SECTION 13.10     NO RECOURSE AGAINST OTHERS.

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

SECTION 13.11     SUCCESSORS AND ASSIGNS.

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

SECTION 13.12     COUNTERPARTS.

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

SECTION 13.13     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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


                                       53
<PAGE>   60
SECTION 13.14     TABLE OF CONTENTS, HEADINGS, ETC.

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

SECTION 13.15     HOLDERS OF PREFERRED SECURITIES AS THIRD PARTY BENEFICIARIES.

         The Company hereby acknowledges that, to the extent specifically set
forth herein, prior to a Security Exchange with respect to the Debentures of any
series held as assets of a Trust, the holders of the Preferred Securities of
such Trust shall expressly be third party beneficiaries of this Indenture. The
Company further acknowledges that, prior to a Security Exchange with respect to
Debentures of any series held as assets of a Trust, if an Event of Default has
occurred and is continuing and is attributable to (i) the failure of the Company
to pay the principal of or premium, if any, or interest on the Debentures or
(ii) the failure by the Company to deliver the required securities or other
rights upon an appropriate conversion or exchange right election, any holder of
the Preferred Securities of such Trust may institute a Direct Action against the
Company.

SECTION 13.16     BENEFITS OF THE INDENTURE.

         Except as otherwise expressly provided herein with respect to holders
of Senior Indebtedness and holders of Preferred Securities, nothing in this
Indenture or in the Debentures, express or implied, shall give to any person,
other than the parties hereto and their successors hereunder and the Holders of
the Debentures, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


                  [remainder of page intentionally left blank]


                                       54
<PAGE>   61
                                   SIGNATURES


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

                                          HERCULES INCORPORATED


                                          By:   /s/ R K Elliott        
                                              Name: R. Keith Elliott
                                              Title:   Chairman and Co-Chief
                                                       Executive Officer



                                          THE CHASE MANHATTAN BANK,
                                          AS TRUSTEE


                                          By:   /s/ J D Heaney
                                              Name: James D. Heaney
                                              Title:   Vice President
<PAGE>   62
STATE OF DELAWARE          )
                           :       ss.:
COUNTY OF NEWCASTLE        )

         On the 11th day of November, 1998, before me personally came R. Keith
         Elliott, to me known, who, being by me duly sworn, did depose and say
         that he is Chairman and Co-Chief Executive Officer of Hercules
         Incorporated, one of the corporations described in and which executed
         the foregoing instrument; that he knows the seal of said corporation;
         that the seal affixed to said instrument is such corporate seal; that
         it was so affixed by authority of the Board of Directors of said
         corporation, and that he signed his name thereto by like authority.


                                             /s/ Jean M. Watkins
                                            Notary Public

                                            (SEAL) Commission expires 2/18/00