<PAGE>   1
                                                                    EXHIBIT 4(b)

                                    INDENTURE

                                     BETWEEN

                        FLEETBOSTON FINANCIAL CORPORATION
                                       AND
                              THE BANK OF NEW YORK
                                   AS TRUSTEE

                            DATED AS OF JUNE 30, 2000


                         JUNIOR SUBORDINATED DEBENTURES



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                                    TIE-SHEET

of provisions of the Trust Indenture Act with Indenture, dated as of June 30,
2000, between FleetBoston Financial Corporation and The Bank of New York,
Trustee:

ACT SECTION                                       INDENTURE SECTION
310(a)(1)                                         6.09

310(a)(2)                                         6.09
310(a)(3)                                         N/A

310(a)(4)                                         N/A
310(b)                                            6.08; 6.10(a), (b) and (d)
310(c)                                            N/A
311(a) and (b)                                    6.13
11(c)                                             N/A
312(a)                                            4.01; 4.02(a)
312(b) and (c)                                    4.02(b) and (c)
313(a)                                            4.04(a)      N/A
313(b)                                            4.04(a) 4.04(b)
313(d)                                            4.04(b)
314(a)                                            4.03
314(b)                                            N/A
314(c)(1) and (2)                                 13.06
314(c)(3)                                         N/A
314(d)                                            N/A
314(e)                                            13.06
314(f)                                            N/A
315(a), (c) and (d)                               6.01
315(b)                                            5.08
315(e)                                            5.09
316(a)(1)                                         5.07
316(a)(2)                                         Omitted
316(a) last sentence                              7.04
316(b)                                            5.04
317(a)                                            5.02
317(b)                                            3.04(a)
318(a)                                            13.08

THIS TIE-SHEET IS NOT PART OF THE INDENTURE AS EXECUTED.

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                                Table of Contents
<TABLE>
<CAPTION>
                                                                                                               PAGE

                                    ARTICLE I

<S>                   <C>                                                                                         <C>
SECTION 1.01.         Definitions.................................................................................1

                                   ARTICLE II

SECTION 2.01.         Forms Generally.............................................................................7
SECTION 2.02.         Form of Trustee's Certificate of Authentication.............................................7
SECTION 2.03.         Amount Unlimited; Issuable in Series........................................................8
SECTION 2.04.         Authentication and Dating...................................................................9
SECTION 2.05.         Date and Denomination of Securities........................................................10
SECTION 2.06.         Execution of Securities....................................................................12
SECTION 2.07.         Exchange and Registration of Transfer of Securities........................................12
SECTION 2.08.         Mutilated, Destroyed, Lost or Stolen Securities............................................13
SECTION 2.09.         Temporary Securities.......................................................................14
SECTION 2.10.         Cancellation of Securities Paid, etc.......................................................14
SECTION 2.11.         Global Securities..........................................................................15
SECTION 2.12.         CUSIP Numbers..............................................................................16

                                   ARTICLE III

SECTION 3.01.         Payment of Principal, Premium and Interest.................................................16
SECTION 3.02.         Offices for Notices and Payments, etc......................................................16
SECTION 3.03.         Appointments to Fill Vacancies in Trustee's Office.........................................17
SECTION 3.04.         Provision as to Paying Agent...............................................................17
SECTION 3.05.         Certificate to Trustee.....................................................................18
SECTION 3.06.         Compliance with Consolidation Provisions...................................................18
SECTION 3.07.         Limitation on Dividends; Transactions with Affiliates......................................18
SECTION 3.08.         Covenants as to Fleet Capital Trusts.......................................................18
SECTION 3.09.         Notice of Default..........................................................................19

                                   ARTICLE IV

SECTION 4.01.         Securityholders' Lists.....................................................................19
SECTION 4.02.         Preservation and Disclosure of Lists.......................................................19
SECTION 4.03.         Reports by Company.........................................................................21
SECTION 4.04.         Reports by the Trustee.....................................................................21

                                    ARTICLE V

SECTION 5.01.         Events of Default..........................................................................22
SECTION 5.02.         Payment of Securities on Default; Suit Therefor............................................24
SECTION 5.03.         Application of Moneys Collected by Trustee.................................................25
SECTION 5.04.         Proceedings by Securityholders.............................................................26
SECTION 5.05.         Proceedings by Trustee.....................................................................27
</TABLE>


                                       ii

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<TABLE>
<S>                   <C>                                                                                        <C>
SECTION 5.06.         Remedies Cumulative and Continuing.........................................................27
SECTION 5.07.         Direction of Proceedings and Waiver of Defaults by Majority of Securityholders.............27
SECTION 5.08.         Notice of Defaults.........................................................................28
SECTION 5.09.         Undertaking to Pay Costs...................................................................28

                                   ARTICLE VI

SECTION 6.01.         Duties and Responsibilities of Trustee.....................................................29
SECTION 6.02.         Reliance on Documents, Opinions, etc.......................................................30
SECTION 6.03.         No Responsibility for Recitals, etc........................................................31
SECTION 6.04.         Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
                      May Own Securities.........................................................................31
SECTION 6.05.         Moneys to be Held in Trust.................................................................32
SECTION 6.06.         Compensation and Expenses of Trustee.......................................................32
SECTION 6.07.         Officers' Certificate as Evidence..........................................................33
SECTION 6.08.         Conflicting Interest of Trustee............................................................33
SECTION 6.09.         Eligibility of Trustee.....................................................................33
SECTION 6.10.         Resignation or Removal of Trustee..........................................................33
SECTION 6.11.         Acceptance by Successor Trustee............................................................35
SECTION 6.12.         Succession by Merger, etc..................................................................35
SECTION 6.13.         Limitation on Rights of Trustee as a Creditor..............................................36
SECTION 6.14.         Authenticating Agents......................................................................36

                                   ARTICLE VII

SECTION 7.01.         Action by Securityholders..................................................................37
SECTION 7.02.         Proof of Execution by Securityholders......................................................38
SECTION 7.03.         Who Are Deemed Absolute Owners.............................................................38
SECTION 7.04.         Securities Owned by Company Deemed Not Outstanding.........................................38
SECTION 7.05.         Revocation of Consents; Future Holders Bound...............................................39

                                  ARTICLE VIII

SECTION 8.01.         Purposes of Meetings.......................................................................39
SECTION 8.02.         Call of Meetings by Trustee................................................................40
SECTION 8.03.         Call of Meetings by Company or Securityholders.............................................40
SECTION 8.04.         Qualifications for Voting..................................................................40
SECTION 8.05.         Regulations................................................................................40
SECTION 8.06.         Voting.....................................................................................41

                                   ARTICLE IX

SECTION 9.01.         Supplemental Indentures without Consent of Securityholders.................................41
SECTION 9.02.         Supplemental Indentures with Consent of Securityholders....................................43
SECTION 9.03.         Compliance with Trust Indenture Act; Effect of Supplemental Indentures.....................44
SECTION 9.04.         Notation on Securities.....................................................................44
</TABLE>


                                       iii

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<TABLE>
<S>                   <C>                                                                                        <C>
SECTION 9.05.         Evidence of Compliance of Supplemental Indenture to be Furnished Trustee...................44

                                    ARTICLE X

SECTION 10.01.        Company May Consolidate, etc., on Certain Terms............................................45
SECTION 10.02.        Successor Corporation to be Substituted for Company........................................45
SECTION 10.03.        Opinion of Counsel to be Given Trustee.....................................................46

                                   ARTICLE XI

SECTION 11.01.        Discharge of Indenture.....................................................................46
SECTION 11.02.        Deposited Moneys and U.S. Government Obligations to be Held in Trust by Trustee............46
SECTION 11.03.        Paying Agent to Repay Moneys Held..........................................................47
SECTION 11.04.        Return of Unclaimed Moneys.................................................................47
SECTION 11.05.        Defeasance Upon Deposit of Moneys or U.S. Government Obligations...........................49

                                   ARTICLE XII

SECTION 12.01.        Indenture and Securities Solely Corporate Obligations......................................49

                                  ARTICLE XIII

SECTION 13.01.        Successors.................................................................................49
SECTION 13.02.        Official Acts by Successor Corporation.....................................................49
SECTION 13.03.        Surrender of Company Powers................................................................49
SECTION 13.04.        Addresses for Notices, etc.................................................................49
SECTION 13.05.        Governing Law..............................................................................50
SECTION 13.06.        Evidence of Compliance with Conditions Precedent...........................................50
SECTION 13.07.        Legal Holidays.............................................................................50
SECTION 13.08.        Trust Indenture Act to Control.............................................................50
SECTION 13.09.        Table of Contents, Headings, etc...........................................................51
SECTION 13.10.        Execution in Counterparts..................................................................51
SECTION 13.11.        Separability...............................................................................51
SECTION 13.12.        Assignment.................................................................................51
SECTION 13.13.        Acknowledgment of Rights...................................................................51

                                   ARTICLE XIV

SECTION 14.01.        Applicability of Article...................................................................52
SECTION 14.02.        Notice of Redemption; Selection of Securities..............................................52
SECTION 14.03.        Payment of Securities Called for Redemption................................................53
SECTION 14.04.        Mandatory and Optional Sinking Fund........................................................53
</TABLE>


                                       iv

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                                   ARTICLE XV

<TABLE>
<S>                   <C>                                                                                        <C>
SECTION 15.01.        Agreement to Subordinate...................................................................55
SECTION 15.02.        Default on Senior Indebtedness.............................................................55
SECTION 15.03.        Liquidation; Dissolution; Bankruptcy.......................................................56
SECTION 15.04.        Subrogation................................................................................57
SECTION 15.05.        Trustee to Effectuate Subordination........................................................58
SECTION 15.06.        Notice by the Company......................................................................58
SECTION 15.07.        Rights of the Trustee; Holders of Senior Indebtedness and Other Financial Obligations......59
SECTION 15.08.        Subordination May Not Be Impaired..........................................................59
</TABLE>


                                       v

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         THIS INDENTURE, dated as of June 30, 2000, between FleetBoston
Financial Corporation, a Rhode Island corporation (hereinafter sometimes called
the "Company"), and The Bank of New York, a New York banking corporation, as
trustee (hereinafter sometimes called the "Trustee"),

                              W I T N E S S E T H :

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issuance from time to time of its junior subordinated unsecured
debentures, notes or other evidence of indebtedness to be issued in one or more
series (the "Securities") up to such principal amount or amounts as may from
time to time be authorized in accordance with the terms of this Indenture and,
to provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

         WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms, have been done and performed;

         NOW, THEREFORE, This Indenture Witnesseth:

         In consideration of the premises, and the purchase of the Securities by
the holders thereof, the Company covenants and agrees with the Trustee for the
equal and proportionate benefit of the respective holders from time to time of
the Securities or of a series thereof, as follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01 DEFINITIONS.

         The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.01. All other terms used in this
Indenture which are defined in the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), or which are by reference therein defined in the
Securities Act of 1933, as amended (the "Securities Act"), shall (except as
herein otherwise expressly provided or unless the context otherwise requires)
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally executed.
All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted accounting
principles and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision. Any reference to the singular includes the plural and vice
versa (unless the context otherwise requires).

         "Additional Provisions" shall have the meaning given to such term in
Section 15.01.

         "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote, 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose


<PAGE>   8

outstanding voting securities or other ownership interests are directly or
indirectly owned, controlled or held with power to vote by the specified Person,
(c) any Person directly or indirectly controlling, controlled by, or under
common control with the specified Person, (d) a partnership in which the
specified Person is a general partner, (e) any officer or director of the
specified Person, and (f) if the specified Person is an individual, any entity
of which the specified Person is an officer, director or general partner.

         "Authenticating Agent" shall mean any agent or agents of the Trustee
which at the time shall be appointed and acting pursuant to Section 6.14.

         "Bankruptcy Law" shall mean Title 11, U.S. Code, or any similar Federal
or State law for the relief of debtors.

         "Board of Directors" shall mean the Board of Directors or the Executive
Committee or any other duly authorized committee thereof of the Company.

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

         "Business Day" shall mean, with respect to any series of Securities,
any day other than a day on which Federal or State banking institutions in the
Borough of Manhattan, The City of New York are authorized or obligated by law,
executive order or regulation to close.

         "Certificate" shall mean a certificate signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company.

         "Certificate of Authentication" shall mean the certificate issued by
the Trustee or the Authenticating Agent as to the form of Security issued under
the Indenture.

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

         "Common Securities" shall mean undivided beneficial interests in the
assets of a Fleet Capital Trust which rank pari passu with Preferred Securities
issued by such Fleet Capital Trust; provided, however, that upon the occurrence
of an Event of Default, the rights of holders of Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights of holders of Preferred Securities.

         "Common Securities Guarantee" shall mean any guarantee that the Company
may enter into with any Person or Persons that operate directly or indirectly
for the benefit of holders of Common Securities of such Fleet Capital Trust.

         "Company" shall mean FleetBoston Financial Corporation, a Rhode Island
corporation, and, subject to the provisions of Article X hereof, shall include
its successors and assigns.


                                       2

<PAGE>   9

         The term "custodian" shall mean any receiver, trustee, assignee,
liquidator, or similar official under any Bankruptcy Law.

         "Declaration", with respect to a Fleet Capital Trust, shall mean the
governing instrument of such Fleet Capital Trust.

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

         "Defaulted Interest" shall have the meaning given to such term in
Section 2.05.

         "Defeasance Agent" shall have the meaning given to such term in Section
11.05(c).

         "Depository Institution" shall mean, with respect to Securities of any
series, for which the Company shall determine that such Securities will be
issued as a Global Security, The Depository Trust Company, New York, New York,
another clearing agency, or any successor registered as a clearing agency under
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or
other applicable statute or regulation, which, in each case, shall be designated
by the Company pursuant to either Section 2.03 or 2.11.

         "Discharged" shall have the meaning given to such term in Section
11.05(b).

         "Event of Default" shall mean any event specified in Section 5.01,
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Fleet Capital Trust" shall mean each of Fleet Capital Trust VI, Fleet
Capital Trust VII, Fleet Capital Trust VIII, Fleet Capital Trust IX, and Fleet
Capital Trust X, each a Delaware business trust, or any other similar trust
created for the purpose of issuing securities in connection with the issuance of
Securities under this Indenture.

         "Fleet Common Stock" shall mean the Common Stock, par value $0.01 per
share, of the Company or any other class of stock resulting from changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.
Subject to the anti-dilution provisions of any convertible Security, however,
shares of Fleet Common Stock issuable on conversion of a Security shall include
only shares of the class designated as Common Stock of the Company at the date
of the supplemental indenture, Board Resolution or other instrument authorizing
such Security or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of the payment of dividends or the distribution of assets upon any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which are not subject to redemption by the Company, provided that if at any
time there shall be more than one such resulting class, the shares of each such
class then so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such reclassifications bears
to the total number of shares of such classes resulting from all such
reclassifications.



                                       3
<PAGE>   10

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

         "Indenture" shall mean this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented, or
both, and shall include the form and terms of particular series of Securities
established as contemplated hereunder.

         "Institutional Trustee" has the meaning set forth in the Declaration of
the applicable Fleet Capital Trust.

         The term "interest" shall mean, when used with respect to non-interest
bearing Securities, interest payable at maturity.

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

         The term "mortgage" shall mean and include any mortgage, pledge, lien,
security interest, conditional sale or other title retention agreement or other
similar encumbrance.

         "Officers' Certificate" shall mean a certificate signed by the Chairman
of the Board, the President or any Vice President, and by the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee. Each such
certificate shall include the statements provided for in Section 13.06 if and to
the extent provided by the provisions of such Section.

         "Opinion of Counsel" shall mean an opinion in writing signed by legal
counsel experienced in the matters as to which such opinion is being delivered,
who may be an employee of or counsel to the Company, or may be other counsel
satisfactory to the Trustee. Each such opinion shall include the statements
provided for in Section 13.06 if and to the extent required by the provisions of
such Section.

         "Other Financial Obligations" means all obligations of the Company to
make payment pursuant to the terms of financial instruments, such as (i)
securities contracts and foreign currency exchange contracts, (ii) derivative
instruments, such as swap agreements (including interest rate and foreign
exchange rate swap agreements), cap agreements, floor agreements, collar
agreements, interest rate agreements, foreign exchange rate agreements, options,
commodity futures contracts, commodity option contracts and (iii) in the case of
both (i) and (ii) above, similar financial instruments, other than (A)
obligations on account of Senior Indebtedness and (B) obligations on account of
indebtedness for money borrowed ranking pari passu with or subordinate to the
Securities.

         The term "outstanding" (except as otherwise provided in Section 7.01),
when used with reference to Securities, shall, subject to the provisions of
Section 7.04, mean, as of any particular



                                       4
<PAGE>   11

time, all Securities authenticated and delivered by the Trustee or the
Authenticating Agent under this Indenture, except

         (a)      Securities theretofore cancelled by the Trustee or the
                  Authenticating Agent or delivered to the Trustee for
                  cancellation;

         (b)      Securities, or portions thereof, for the payment or redemption
                  of which moneys in the necessary amount shall have been
                  deposited in trust with the Trustee or with any paying agent
                  (other than the Company) or shall have been set aside and
                  segregated in trust by the Company (if the Company shall act
                  as its own paying agent); provided that, if such Securities,
                  or portions thereof, are to be redeemed prior to maturity
                  thereof, notice of such redemption shall have been given as in
                  Article XIV provided or provision satisfactory to the Trustee
                  shall have been made for giving such notice; and

         (c)      Securities paid pursuant to Section 2.08 or Securities in lieu
                  of or in substitution for which other Securities shall have
                  been authenticated and delivered pursuant to the terms of
                  Section 2.08 unless proof satisfactory to the Company and the
                  trustee is presented that any such Securities are held by bona
                  fide holders in due course.

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

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

         "Preferred Securities" shall mean undivided beneficial interests in the
assets of a Fleet Capital Trust which rank pari passu with Common Securities
issued by such Fleet Capital Trust whether or not designated for the purposes of
identification as preferred securities or capital securities; provided, however,
that upon the occurrence of an Event of Default, the rights of holders of Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of holders of Preferred
Securities.

         "Preferred Securities Guarantee" shall mean any guarantee that the
Company may enter into with The Bank of New York or other Persons that operate
directly or indirectly for the benefit of holders of Preferred Securities of
such Fleet Capital Trust.

         The term "principal office of the Trustee", or other similar term,
shall mean the principal office of the Trustee, at which at any particular time
its corporate trust business shall be administered.

         "Responsible Officer" means, with respect to the Trustee, any officer
within the corporate trust department of the Trustee, including any vice
president, any assistant vice president, any assistant secretary, any assistant
treasurer or other officer of the corporate trust department of the



                                       5
<PAGE>   12

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.

         "Security" or "Securities" shall have the meaning stated in the first
recital of this Indenture and more particularly means any security or
securities, as the case may be, authenticated and delivered under this
Indenture.

         "Security Register" shall have the meaning given to such term in
Section 2.07.

         "Securityholder", "holder of Securities", or other similar terms, shall
mean any person in whose name at the time a particular Security is registered on
the register kept by the Company or the Trustee for that purpose in accordance
with the terms hereof.

         "Senior Indebtedness" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of the
Company for money borrowed and (B) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by the Company, (ii) all
capital lease obligations of the Company, (iii) all obligations of the Company
issued or assumed as the deferred purchase price of property, all conditional
sale obligations of the Company and all obligations of the Company under any
title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business), (iv) all obligations of the Company for the
reimbursement of any letter of credit, banker's acceptance, security purchase
facility or similar credit transaction, (v) all obligations of the type referred
to in clauses (i) through (iv) above of other persons for the payment of which
the Company is responsible or liable as obligor, guarantor or otherwise and (vi)
all obligations of the type referred to in clauses (i) through (v) above of
other persons secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed by the Company), except that Senior
Indebtedness shall not include (i) any such indebtedness that is by its terms
subordinated to or ranks pari passu with the Securities and (ii) any
indebtedness between and among the Company or its Affiliates, including all
other debt securities and guarantees in respect to 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
Preferred Securities or other securities that rank pari passu with, or junior
to, the Preferred Securities.

         "Subsidiary" shall mean with respect to any Person, (i) any corporation
at least a majority of whose outstanding voting stock of which is owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries, or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner. For the purposes of this
definition, "voting stock" means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of a majority of the directors (or the
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.



                                       6
<PAGE>   13

         "Trustee" shall mean the Person identified as "Trustee" in the first
paragraph hereof, and, subject to the provisions of Article VI hereof, shall
also include its successors and assigns as Trustee hereunder. The term "Trustee"
as used with respect to a particular series of the Securities shall mean the
trustee with respect to that series.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as in
force at the date of execution of this Indenture, except as provided in Section
9.03.

         "Trust Securities" shall mean Common Securities and Preferred
Securities of a Fleet Capital Trust.

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

                                   ARTICLE II

                                   SECURITIES

         SECTION 2.01 FORMS GENERALLY.

         The Securities of each series shall be in substantially the form as
shall be established by or pursuant to a Board Resolution and as set forth in an
Officers' Certificate of the Company or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any law or with
any rules made pursuant thereto or with any rules of any securities exchange or
all as may, consistently herewith, be determined by the officers of the Company
executing such Securities, as evidenced by their execution of the Securities.

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

         SECTION 2.02 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

         The Trustee's Certificate of Authentication on all Securities shall be
in substantially the following form:



                                       7
<PAGE>   14

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

         The Bank of New York as Trustee

         By:
            -------------------------------
         Authorized Signatory

         SECTION 2.03 Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series up to the aggregate principal amount of securities of that
series from time to time authorized by or pursuant to a Board Resolution of the
Company or pursuant to one or more indentures supplemental hereto. Prior to the
initial issuance of Securities of any series, there shall be established in or
pursuant to a Board Resolution of the Company and set forth in an Officers'
Certificate of the Company or established in one or more indentures
supplemental:

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

         (b) any limit upon the aggregate principal amount of the Securities of
the series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Sections 2.07, 2.08, 2.09, 9.04 or 14.03);

         (c) the date or dates on which the principal of and premium, if any, on
the Securities of the series is payable;

         (d) the rate or rates at which the Securities of the series shall bear
interest, if any, or the method by which such interest may be determined, the
date or dates from which such interest shall accrue, the Interest Payment Dates
on which such interest shall be payable or the manner of determination of such
Interest Payment Dates and the record dates for the determination of holders to
whom interest is payable on any such Interest Payment Dates;

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

         (f) the right, if any, to extend the interest payment periods and the
duration of such extension;

         (g) the price or prices at which, the period or periods within which
and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, pursuant to any
sinking fund or otherwise;

         (h) the obligation, if any, of the Company to redeem, purchase or repay
Securities of the series pursuant to any sinking fund or analogous provisions or
at the option of a Securityholder thereof and the price or prices at which, and
the period or periods within which, and the terms and



                                       8
<PAGE>   15

conditions upon which, Securities of the series shall be redeemed, purchased or
repaid, in whole or in part, pursuant to such obligation;

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

         (j) any Events of Default with respect to the Securities of a
particular series, if not set forth herein;

         (k) the form of the Securities of the series including the form of the
Certificate of Authentication of such series;

         (l) any trustee, authenticating or paying agents, warrant agents,
transfer agents or registrars with respect to the Securities of such series;

         (m) whether the Securities of the series shall be issued in whole or in
part in the form of one or more Global Securities and, in such case, the
Depository Institution for such Global Security or Securities, and whether
beneficial owners of interests in any such Global Securities may exchange such
interests for other Securities of such series in the manner provided in Section
2.07, and the manner and the circumstances under which and the place or places
where any such exchanges may occur if other than in the manner provided in
Section 2.07, and any other terms of the series relating to the global nature of
the Global Securities of such series and the exchange, registration or transfer
thereof and the payment of any principal thereof, or interest or premium, if
any, thereon; and

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

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

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

         SECTION 2.04 AUTHENTICATION AND DATING.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Securities to or upon the written order of the
Company, signed by its Chairman of the Board of Directors, President or one of
its Vice Presidents and by its Treasurer, any Assistant Treasurer, Secretary or
any Assistant Secretary, without any further action by the Company hereunder. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.01) shall be fully protected in
relying upon:



                                       9
<PAGE>   16

         (a) a copy of any Board Resolution or Resolutions relating thereto and,
if applicable, an appropriate record of any action taken pursuant to such
resolution, in each case certified by the Secretary or an Assistant Secretary of
the Company;

         (b) an executed supplemental indenture, if any;

         (c) an Officers' Certificate setting forth the form and terms of the
Securities as required pursuant to Sections 2.01 and 2.03, respectively; and

         (d) an Opinion of Counsel prepared in accordance with Section 13.06
which shall also state:

                  (i)      that the form of such Securities has been established
                           by or pursuant to a resolution of the Board of
                           Directors or by a supplemental indenture as permitted
                           by Section 2.01 in conformity with the provisions of
                           this Indenture;

                  (ii)     that the terms of such Securities have been
                           established by or pursuant to a resolution of the
                           Board of Directors or by a supplemental indenture as
                           permitted by Section 2.03 in conformity with the
                           provisions of this Indenture;

                  (iii)    that such Securities, when authenticated and
                           delivered by the Trustee and issued by the Company in
                           the manner and subject to any conditions specified in
                           such Opinion of Counsel, will constitute valid and
                           legally binding obligations of the Company;

                  (iv)     that all laws and requirements in respect of the
                           execution and delivery by the Company of the
                           Securities have been complied with and that
                           authentication and delivery of the Securities by the
                           Trustee will not violate the terms of the Indenture;
                           and

                  (v)      such other matters as the Trustee may reasonably
                           request.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or vice presidents shall determine that
such action would expose the Trustee to personal liability to existing holders.

         SECTION 2.05 DATE AND DENOMINATION OF SECURITIES.

         The Securities shall be issuable in such form and in such denominations
as shall be specified as contemplated by Section 2.03. In the absence of any
such specification with respect to the Securities of any series, the Securities
of such Series shall be issuable as registered Securities without coupons and in
the denominations of $1,000 and any multiple thereof. The Securities shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plans as the officers of the Company executing the same may determine
with the approval of the Trustee as evidenced by the execution and
authentication thereof.



                                       10
<PAGE>   17

         Every Security shall be dated the date of its authentication, shall
bear interest, if any, from such date and shall be payable on such dates, in
each case, as contemplated by Section 2.03. The interest installment on any
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Securities of that series shall be paid to the Person
in whose name said Security (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such interest
installment. In the event that any Security of a particular series or portion
thereof is called for redemption and the redemption date is subsequent to a
regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Security will be paid upon presentation
and surrender of such Security as provided in Section 3.01.

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

                  (a) The Company may make payment of any Defaulted Interest on
         Securities to the Persons in whose names such Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a special record date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner: the Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each such Security and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a special record date
         for the payment of such Defaulted Interest which shall not be more than
         15 nor less than 10 days prior to the date of the proposed payment and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment. The Trustee shall promptly notify the Company of
         such special record date and, in the name and at the expense of the
         Company, shall cause notice of the proposed payment of such Defaulted
         Interest and the special record date therefor to be mailed, first class
         postage prepaid, to each Securityholder at his or her address as it
         appears in the Security Register (as hereinafter defined), not less
         than 10 days prior to such special record date. Notice of the proposed
         payment of such Defaulted Interest and the special record date therefor
         having been mailed as aforesaid, such Defaulted Interest shall be paid
         to the Persons in whose names such Securities (or their respective
         Predecessor Securities) are registered on such special record date and
         shall be no longer payable pursuant to the following clause (b).

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



                                       11
<PAGE>   18

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

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

         SECTION 2.06. EXECUTION OF SECURITIES.

         The Securities shall be signed in the name and on behalf of the Company
by the facsimile signature of its Chairman of the Board of Directors, President
or one of its Vice Presidents and by the facsimile signature of its Treasurer,
one of its Assistant Treasurers, Secretary or one of its Assistant Secretaries,
under its corporate seal which may be affixed thereto or printed, engraved or
otherwise reproduced thereon, by facsimile or otherwise, and which need not be
attested. Only such Securities as shall bear thereon a Certificate of
Authentication substantially in the form hereinbefore recited, executed by the
Trustee or the Authenticating Agent, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. Such certificate by the
Trustee or the Authenticating Agent upon any Security executed by the Company
shall be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

         In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee or the Authenticating
Agent, or disposed of by the Company, such Securities nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Securities had not ceased to be such officer of the Company; and any Security
may be signed on behalf of the Company by such persons as, at the actual date of
the execution of such Security, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not
such an officer.

         SECTION 2.07. EXCHANGE AND REGISTRATION OF TRANSFER OF SECURITIES.

         Subject to Section 2.03(i), Securities of any series may be exchanged
for a like aggregate principal amount of Securities of the same series of other
authorized denominations. Securities to be exchanged may be surrendered at the
principal office of the Trustee or at any office or agency to be maintained by
the Company for such purpose as provided in Section 3.02, and the Company or the
Trustee shall execute and register and the Trustee or the Authenticating Agent
shall authenticate and deliver in exchange therefor the Security or Securities
which the Securityholder making the exchange shall be entitled to receive. Upon
due presentment for registration of transfer of any



                                       12
<PAGE>   19

Security of any series at the principal office of the Trustee or at any office
or agency of the Company maintained for such purpose as provided in Section
3.02, the Company or the Trustee shall execute and register and the Trustee or
the Authenticating Agent shall authenticate and deliver in the name of the
transferee or transferees a new Security or Securities of the same series for a
like aggregate principal amount. Registration or registration of transfer of any
Security by the Trustee or by any agent of the Company appointed pursuant to
Section 3.02, and delivery of such Security, shall be deemed to complete the
registration or registration of transfer of such Security.

         The Company or the Trustee shall keep, at the principal office of the
Trustee, a register for each series of Securities issued hereunder (the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company or the Trustee shall register all Securities and shall
register the transfer of all Securities as in this Article II provided. Such
register shall be in written form or in any other form capable of being
converted into written form within a reasonable time.

         All Securities presented for registration of transfer or for exchange
or payment shall (if so required by the Company, the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee or the Authenticating Agent duly executed by, the holder of such
Security or his attorney duly authorized in writing.

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

         The Company or the Trustee shall not be required to exchange or
register a transfer of (a) any Security for a period of 15 days next preceding
the date of mailing of a notice of redemption of Securities of such series, or
(b) any Securities of any series selected, called or being called for redemption
in whole or in part, except in the case of any Securities of any series to be
redeemed in part, the portion thereof not so to be redeemed.

         SECTION 2.08. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

         In case any temporary or definitive Security shall become mutilated or
be destroyed, lost or stolen, the Company shall execute, and upon its request
the Trustee shall authenticate and deliver, a new Security of the same series
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Security, or in lieu of and in substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof.

         The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses connected




                                       13
<PAGE>   20

therewith. In case any Security which has matured or is about to mature or has
been called for redemption in full shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless and, in case of destruction, loss or theft, evidence
satisfactory to the Company and to the Trustee of the destruction, loss or theft
of such Security and of the ownership thereof.

         Every substituted Security of any series issued pursuant to the
provisions of this Section 2.08 by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be
found at any time, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities of the same series
duly issued hereunder. All Securities shall be held and owned upon the express
condition that, to the extent permitted by applicable law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

         SECTION 2.09. TEMPORARY SECURITIES.

         Pending the preparation of definitive Securities of any series, the
Company may execute and the Trustee shall authenticate and deliver temporary
Securities (printed or lithographed). Temporary Securities shall be issuable in
any authorized denomination, and substantially in the form of the definitive
Securities but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company.
Every such temporary Security shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. Without
unreasonable delay the Company will execute and deliver to the Trustee or the
Authenticating Agent definitive Securities and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor, at the
principal office of the Trustee or at any office or agency maintained by the
Company for such purpose as provided in Section 3.02, and the Trustee or the
Authenticating Agent shall authenticate and deliver in exchange for such
temporary Securities a like aggregate principal amount of such definitive
Securities. Such exchange shall be made by the Company at its own expense and
without any charge therefor except that in case of any such exchange involving a
registration of transfer the Company may require payment of a sum sufficient to
cover any tax, fee or other governmental charge that may be imposed in relation
thereto. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series authenticated and delivered hereunder.

         SECTION 2.10. CANCELLATION OF SECURITIES PAID, ETC.

         All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer, shall, if surrendered to the Company or
any paying agent, be surrendered to the Trustee and promptly cancelled by it,
or, if surrendered to the Trustee or any Authenticating Agent, shall be promptly
cancelled by it, and no Securities shall be issued in lieu thereof except as
expressly



                                       14
<PAGE>   21

permitted by any of the provisions of this Indenture. All Securities cancelled
by any Authenticating Agent shall be delivered to the Trustee. The Trustee shall
dispose of cancelled Securities in accordance with its customary procedures. If
the Company shall acquire any of the Securities, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are surrendered to the Trustee for
cancellation.

         SECTION 2.11. GLOBAL SECURITIES.

         (a) If the Company shall establish pursuant to Section 2.03 that the
Securities of a particular series are to be issued as a Global Security, then
the Company shall execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, a Global Security that (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
all of the outstanding Securities of such series, (ii) shall be registered in
the name of the Depository Institution or its nominee, (iii) shall be delivered
by the Trustee to the Depository Institution or pursuant to the Depository
Institution's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depository Institution or to a successor Depository
Institution or to a nominee of such successor Depository Institution."

         (b) Notwithstanding the provisions of Section 2.07, the Global Security
of a series may be transferred, in whole but not in part and in the manner
provided in Section 2.07, only to another nominee of the Depository Institution
for such series or to a successor Depository Institution for such series
selected or approved by the Company or to a nominee of such successor Depository
Institution.

         (c) If at any time the Depository Institution for a series of the
Securities notifies the Company that it is unwilling or unable to continue as
Depository Institution for such series or if at any time the Depository
Institution for such series shall no longer be registered or in good standing
under the Exchange Act, or other applicable statute or regulation, and a
successor Depository Institution for such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, this Section 2.11 shall no longer be applicable
to the Securities of such series and the Company will execute, and subject to
Section 2.07, the Trustee will authenticate and deliver, the Securities of such
series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. In addition, the Company may at any time determine that the Securities
of any series shall no longer be represented by a Global Security and that the
provisions of this Section 2.11 shall no longer apply to the Securities of such
series. In such event the Company will execute and, subject to Section 2.07, the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be cancelled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be registered in
such names and in such



                                       15
<PAGE>   22

authorized denominations as the Depository Institution, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the Depository Institution
for delivery to the Persons in whose names such Securities are so registered.

         SECTION 2.12. CUSIP NUMBERS.

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

                                  ARTICLE III

                      PARTICULAR COVENANTS OF THE COMPANY.

         SECTION 3.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of, and premium, if any, and interest on, each of the Securities of
that series at the place, at the respective times and in the manner provided in
such Securities. Each installment of interest on the Securities of any series
may be paid by mailing checks for such interest payable to the order of the
holders of Securities entitled thereto as they appear on the Security Register
or by wire transfer to an account appropriately designated by the holders of
Securities entitled thereto.

         SECTION 3.02. OFFICES FOR NOTICES AND PAYMENTS, ETC.

         So long as any of the Securities remains outstanding, the Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where the Securities of each series may be presented for payment, an office or
agency where the Securities of that Series may be presented for registration of
transfer and for exchange as in this Indenture provided, and an office or agency
where notices and demands to or upon the Company in respect of the Securities of
that Series or of this Indenture may be served. The Company will give to the
Trustee written notice of the location of any such office or agency and of any
change of location thereof. Until otherwise designated from time to time by the
Company in a notice to the Trustee, or specified as contemplated by Section
2.03, any such office or agency for all of the above purposes shall be the
office or agency of the Trustee. In case the Company shall fail to maintain any
such office or agency in the Borough of Manhattan, The City of New York, or
shall fail to give such notice of the location or of any change in the location
thereof, presentations and demands may be made and notices may be served at the
principal office of the Trustee.

         In addition to any such office or agency, the Company may from time to
time designate one or more offices or agencies outside the Borough of Manhattan,
The City of New York, where the Securities may be presented for registration of
transfer and for exchange in the manner provided in



                                       16
<PAGE>   23

this Indenture, and the Company may from time to time rescind such designation,
as the Company may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain any such office or agency in the Borough of Manhattan,
The City of New York, for the purposes above mentioned. The Company will give to
the Trustee prompt written notice of any such designation or rescission thereof.

         SECTION 3.03. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE.

         The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

         SECTION 3.04. PROVISION AS TO PAYING AGENT.

         (a) If the Company shall appoint a paying agent other than the Trustee
with respect to the Securities of any series, it will cause such paying agent to
execute and deliver to the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provision of this Section 3.04:

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

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

         (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of and premium, if any, or interest, if
any, on the Securities of any series, set aside, segregate and hold in trust for
the benefit of the holders of the Securities of such series a sum sufficient to
pay such principal, premium or interest so becoming due and will notify the
Trustee of any failure to take such action and of any failure by the Company (or
by any other obligor under the Securities of such series) to make any payment of
the principal of, and premium, if any, or interest, if any, on, the Securities
of such series when the same shall become due and payable.

         (c) Anything in this Section 3.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Trustee or any paying agent hereunder, as
required by this Section 3.04, such sums to be held by the Trustee upon the
trusts herein contained.

         (d) Anything in this Section 3.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.04 is subject to
Sections 11.03 and 11.04.



                                       17
<PAGE>   24

         SECTION 3.05. CERTIFICATE TO TRUSTEE.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, commencing with the first calendar year of the issuance of
Securities of any series under this Indenture, so long as Securities of any
series are outstanding hereunder, a Certificate stating that in the course of
the performance by the signers of their duties as officers of the Company they
would normally have knowledge of any default by the Company in the performance
of any covenants contained herein, stating whether or not they have knowledge of
any such default and, if so, specifying each such default of which the signers
have knowledge and the nature thereof, all without regard to periods of grace or
notice requirements.

         SECTION 3.06. COMPLIANCE WITH CONSOLIDATION PROVISIONS.

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

         SECTION 3.07. LIMITATION ON DIVIDENDS; TRANSACTIONS WITH AFFILIATES.

         If Securities are issued to a Fleet Capital Trust or a trustee of such
trust in connection with the issuance of Trust Securities by such Fleet Capital
Trust and (i) there shall have occurred an Event of Default, or (ii) the Company
shall be in default with respect to its payment of any obligations under the
Preferred Securities Guarantee or Common Securities Guarantee relating to such
Fleet Capital Trust, then (a) the Company shall not declare or pay any dividend
on, make any distribution with respect to, or redeem, purchase, acquire or make
a liquidation payment with respect to, any of its capital stock (other than (i)
purchases or acquisitions of shares of Fleet Common Stock in connection with the
satisfaction by the Company of its obligations under any employee benefit or
dividend reinvestment plans or any other contractual obligation of the Company
(other than a contractual obligation ranking pari passu with or junior to the
Securities), (ii) 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 or
(iii) the purchase of fractional interests in shares of the Company's capital
stock pursuant to the conversion or exchange provisions of such Company capital
stock or the security being converted or exchanged), (b) the Company shall not
make any payment of interest, principal or premium, if any, on or repay,
repurchase or redeem any debt securities issued by the Company that rank pari
passu with or junior to the Securities; and (c) the Company shall not make any
guarantee payments with respect to the foregoing (other than pursuant to the
Preferred Securities Guarantee).

         SECTION 3.08. COVENANTS AS TO FLEET CAPITAL TRUSTS.

         In the event Securities are issued to a Fleet Capital Trust or a
trustee of such trust in connection with the issuance of Trust Securities by
such Fleet Capital Trust, for so long as such Trust Securities remain
outstanding, the Company will (i) maintain 100% direct or indirect ownership of
the Common Securities of such Fleet Capital Trust; provided, however, that any
permitted successor of the Company under the Indenture may succeed to the
Company's ownership of the Common Securities, (ii) use its reasonable efforts to
cause such Fleet Capital Trust (a) to



                                       18
<PAGE>   25

remain a statutory business trust, except in connection with a distribution of
Securities to the holders of Trust Securities in liquidation of such Fleet
Capital Trust, the redemption of all of the Trust Securities of such Fleet
Capital Trust or certain mergers, consolidations or amalgamations, each as
permitted by the Declaration of such Fleet Capital Trust, and (b) to otherwise
continue not to be treated as an association taxable as a corporation or
partnership for United States Federal income tax purposes and (iii) use its
reasonable efforts to cause each holder of Trust Securities to be treated as
owning an individual beneficial interest in the Securities.

         SECTION 3.09. NOTICE OF DEFAULT.

         The Company shall file with the Trustee written notice of the
occurrence of any Event of Default within 5 Business Days of its becoming aware
of any such Event of Default.

                                   ARTICLE IV

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                            COMPANY AND THE TRUSTEE.

         SECTION 4.01. SECURITYHOLDERS' LISTS.

         The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:

                  (a) on a semi-annual basis on each regular record date for
         each series of Securities, a list, in such form as the Trustee may
         reasonably require, of the names and addresses of the Securityholders
         of such series of Securities as of such record date (and on dates to be
         determined pursuant to Section 2.03 for non-interest bearing securities
         in each year); and

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

except that no such lists need be furnished so long as the Trustee is in
possession thereof by reason of its acting as Security registrar for such
series.

         SECTION 4.02. PRESERVATION AND DISCLOSURE OF LISTS.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
each series of Securities (1) contained in the most recent list furnished to it
as provided in Section 4.01 or (2) received by it in the capacity of Securities
registrar (if so acting) hereunder. The Trustee may destroy any list furnished
to it as provided in Section 4.01 upon receipt of a new list so furnished.

         (b) In case three or more holders of Securities of any series
(hereinafter referred to as "applicants") apply in writing to the Trustee and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series for a period of at least 6 months preceding the date of
such application, and such application states that the applicants desire to
communicate with other holders of Securities of such series or with holders of
all Securities with respect to their rights



                                       19
<PAGE>   26

under this Indenture or under such Securities and is accompanied by a copy of
the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall within 5 Business Days after the receipt of
such application, at its election, either:

                  (1) afford such applicants access to the information preserved
                  at the time by the Trustee in accordance with the provisions
                  of subsection (a) of this Section 4.02; or

                  (2) inform such applicants as to the approximate number of
                  holders of such series or all Securities, as the case may be,
                  whose names and addresses appear in the information preserved
                  at the time by the Trustee in accordance with the provisions
                  of subsection (a) of this Section 4.02, and as to the
                  approximate cost of mailing to such Securityholders the form
                  of proxy or other communication, if any, specified in such
                  application.

                  If the Trustee shall elect not to afford such applicants
                  access to such information, the Trustee shall, upon the
                  written request of such applicants, mail to each
                  Securityholder of such series or all Securities, as the case
                  may be, whose name and address appear in the information
                  preserved at the time by the Trustee in accordance with the
                  provisions of subsection (a) of this Section 4.02 a copy of
                  the form of proxy or other communication which is specified in
                  such request with reasonable promptness after a tender to the
                  Trustee of the material to be mailed and of payment, or
                  provision for the payment, of the reasonable expenses of
                  mailing, unless within 5 days after such tender, the Trustee
                  shall mail to such applicants and file with the Commission,
                  together with a copy of the material to be mailed, a written
                  statement to the effect that, in the opinion of the Trustee,
                  such mailing would be contrary to the best interests of the
                  holders of Securities of such series or all Securities, as the
                  case may be, or would be in violation of applicable law. Such
                  written statement shall specify the basis of such opinion. If
                  the Commission, after opportunity for a hearing upon the
                  objections specified in the written statement so filed, shall
                  enter an order refusing to sustain any of such objections or
                  if, after the entry of an order sustaining one or more of such
                  objections, the Commission shall find, after notice and
                  opportunity for hearing, that all the objections so sustained
                  have been met and shall enter an order so declaring, the
                  Trustee shall mail copies of such material to all such
                  Securityholders with reasonable promptness after the entry of
                  such order and the renewal of such tender; otherwise the
                  Trustee shall be relieved of any obligation or duty to such
                  applicants respecting their application.

         (c) Each and every holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any paying agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Securities in accordance with the provisions of subsection (b) of this
Section 4.02, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).



                                       20
<PAGE>   27



         SECTION 4.03. REPORTS BY COMPANY.

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

         (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

         (c) The Company covenants and agrees to transmit by mail to all holders
of Securities, as the names and addresses of such holders appear upon the
Security Register, within 30 days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be filed by
the Company pursuant to subsections (a) and (b) of this Section 4.03 as may be
required by rules and regulations prescribed from time to time by the
Commission.

         (d) The Company covenants and agrees to furnish to the Trustee within
120 days of the end of each fiscal year, the compliance certificate required by
Section 314(a)(4) of the Trust Indenture Act.

         (e) Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

         SECTION 4.04. REPORTS BY THE TRUSTEE.

         (a) The Trustee shall transmit to Securityholders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within sixty days after each April 15 following the date of this
Indenture deliver to Holders a brief report, dated as of such April 15, which
complies with the provisions of such Section 313(a).



                                       21
<PAGE>   28

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

                                   ARTICLE V

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT.

         SECTION 5.01. EVENTS OF DEFAULT.

         In case one or more of the following Events of Default with respect to
Securities of any series or such other events as may be established with respect
to the Securities of that series as contemplated by Section 2.03 hereof shall
have occurred and be continuing:

         (a) default in the payment of any interest upon any Securities of that
series when it becomes due and payable, and continuance of such default for a
period of 30 days; provided, however, that a valid extension of an interest
payment period by the Company in accordance with the terms of any particular
series of Securities established as contemplated in this Indenture, shall not
constitute a default in the payment of interest for this purpose; or

         (b) default in the payment of all or any part of the principal of, or
premium, if any, on, any Securities of that series as and when the same shall
become due and payable either at maturity, upon redemption (including redemption
for a sinking fund, if any), by declaration or otherwise; provided, however,
that a valid extension of the maturity of such Securities in accordance with the
terms of any particular series of Securities established as contemplated in this
Indenture, shall not constitute a default in the payment of principal or
premium, if any, for this purpose; or

         (c) default in the performance, or breach, of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with and other than those set forth exclusively in terms of any particular
series of Securities established as contemplated in this Indenture), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the holders of at least 25% in principal amount
of the outstanding Securities, a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder; or

         (d) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Company in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Company or for any substantial part of
its property, or ordering the winding-up or liquidation of its affairs and such
decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or

         (e) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, shall
consent to the entry of an order for



                                       22
<PAGE>   29

relief in an involuntary case under any such law, or shall consent to the
appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of the Company or
of any substantial part of its property, or shall make any general assignment
for the benefit of creditors, or shall fail generally to pay its debts as they
become due; or

         (f) in the event Securities are issued to a Fleet Capital Trust or a
trustee of such trust in connection with the issuance of Trust Securities by
such Fleet Capital Trust, such Fleet Capital Trust shall have voluntarily or
involuntarily dissolved, wound-up its business or otherwise terminated its
existence except in connection with (i) the distribution of Securities to
holders of Trust Securities in liquidation of their interests in such Fleet
Capital Trust, (ii) the redemption of all of the outstanding Trust Securities of
such Fleet Capital Trust or (iii) certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of such Fleet Capital Trust.

         If an Event of Default occurs and is continuing, then, and in each and
every such case, unless the principal of all of the Securities of such series
shall have already become due and payable, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Securities of that series
then outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by Securityholders), may declare the entire principal of all
Securities of that series and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable.

         The foregoing provisions, however, are subject to the condition that
if, at any time after the principal of the Securities of any series (or of all
the Securities, as the case may be) shall have been so declared due and payable,
and before any judgment or decree for the payment of the moneys due shall have
been obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of such series (or of all the Securities, as
the case may be) and the principal of and premium, if any, on any and all
Securities of such series (or of all the Securities, as the case may be) which
shall have become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that payment of such interest
is enforceable under applicable law, on overdue installments of interest, at the
same rate as the rate of interest specified in the Securities of such series (or
at the respective rates of interest of all the Securities, as the case may be),
to the date of such payment or deposit) and such amount as shall be sufficient
to cover reasonable compensation to the Trustee and each predecessor Trustee,
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee and each predecessor
Trustee except as a result of negligence or bad faith, and if any and all Events
of Default under the Indenture, other than the non-payment of the principal of
or premium, if any, on Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided in this
Indenture, then and in every such case the holders of a majority in aggregate
principal amount of the Securities of such series (or of all the Securities, as
the case may be) then outstanding, by written notice to the Company and to the
Trustee, may waive all defaults with respect to that series (or with respect to
all Securities, as the case may be, in such case, treated as a single class) and
rescind and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.



                                       23
<PAGE>   30

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

         SECTION 5.02. PAYMENT OF SECURITIES ON DEFAULT; SUIT THEREFOR.

         The Company covenants that (a) in case an Event of Default under
Section 5.01(a), (b), (c), (d) or (f) shall have occurred and be continuing,
then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Securities of that series, the whole amount that
then shall have become due and payable on all such Securities of that series for
principal and premium, if any, or interest, or both, as the case may be, with
interest upon the overdue principal and premium, if any, and (to the extent that
payment of such interest is enforceable under applicable law and, if the
Securities are held by Fleet Capital Trust or a trustee of such trust, without
duplication of any other amounts paid by Fleet Capital Trust or a trustee in
respect thereof) upon the overdue installments of interest at the rate borne by
the Securities of that series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder other than through
its negligence or bad faith.

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

         In case an Event of Default under Section 5.01(d) or (e) shall have
occurred, the Trustee, irrespective of whether the principal of the Securities
of any series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand pursuant to the provisions of this Section 5.02, shall be entitled
and empowered, by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal and interest owing and
unpaid in respect of the Securities of such series and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for reasonable compensation to the Trustee and each predecessor
Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee, except as a result of negligence or
bad faith) and of the Securityholders allowed in such judicial proceedings
relative to the Company or any other obligor on the Securities of any series, or
to the creditors or property of the Company or such other obligor, unless
prohibited by applicable law and regulations, to vote on behalf of the holders
of the Securities or any series in any election of a trustee or a standby
trustee in



                                       24
<PAGE>   31

arrangement, reorganization, liquidation or other bankruptcy or insolvency
proceedings or person performing similar functions in comparable proceedings,
and to collect and receive any moneys or other property payable or deliverable
on any such claims, and to distribute the same after the deduction of its
charges and expenses; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee
such amounts as shall be sufficient to cover reasonable compensation to the
Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith.

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

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof on any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the holders of the
Securities.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Securities, and it shall not be necessary to make any holders of the
Securities parties to any such proceedings.

         SECTION 5.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE.

         Any moneys collected by the Trustee shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities in respect of which
moneys have been collected, and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

         First: To the payment of costs and expenses of collection applicable to
such series and reasonable compensation to the Trustee, its agents, attorneys
and counsel, and of all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith;

         Second: To the payment of all Senior Indebtedness and Other Financial
Obligations of the Company if and to the extent required by Article XV hereof;

         Third: In case the principal of the outstanding Securities in respect
of which moneys have been collected shall not have become due and be unpaid, to
the payment of the amounts then due and unpaid upon Securities of such series
for principal (and premium, if any), and interest on the Securities of such
series, in respect of which or for the benefit of which money has been
collected,



                                       25
<PAGE>   32

ratably, without preference or priority of any kind, according to the amounts
due on such Securities for principal (and premium, if any) and interest,
respectively.



         SECTION 5.04. PROCEEDINGS BY SECURITYHOLDERS.

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

         Notwithstanding any other provisions in this Indenture, however, the
right of any holder of any Security to receive payment of the principal of
(premium, if any) and interest, if any, on such Security, on or after the same
shall have become due and payable, or to institute suit for the enforcement of
any such payment, shall not be impaired or affected without the consent of such
holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series
with every other such taker and holder and the Trustee, that no one or more
holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

         The Company and the Trustee acknowledge that pursuant to each Amended
and Restated Declaration, the holders of Preferred Securities are entitled, in
the circumstances and subject to the limitations set forth therein, to commence
a Direct Action (as defined therein) with respect to any Event of Default under
this Indenture.



                                       26
<PAGE>   33

         SECTION 5.05. PROCEEDINGS BY TRUSTEE.

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

         SECTION 5.06. REMEDIES CUMULATIVE AND CONTINUING.

         Except as otherwise provided in the last paragraph of Section 2.08 with
respect to the replacement or payment of mutilated, lost or stolen Securities,
all powers and remedies given by this Article V to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed cumulative and
not exclusive of any other powers and remedies available to the Trustee or the
holders of the Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such series, and no delay or
omission of the Trustee or of any holder of any of the Securities to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.04, every power and remedy given by this Article V or by
law to the Trustee or to the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

         SECTION 5.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY
MAJORITY OF SECURITYHOLDERS.

         The holders of a majority in aggregate principal amount of the
Securities of any or all series affected (voting as one class) at the time
outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee; provided, however, that (subject to
the provisions of Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine that the action so
directed would be unjustly prejudicial to the holders not taking part in such
direction or if the Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or Responsible Officers shall determine
that the action or proceedings so directed would involve the Trustee in personal
liability. Prior to any declaration accelerating the maturity of any series of
the Securities, or of all the Securities, as the case may be, the holders of a
majority in aggregate principal amount of the Securities of that series at the
time outstanding may on behalf of the holders of all of the Securities of such
series waive any past default or Event of Default including any default
established pursuant to Section 2.03 and its consequences except a default (a)
in the payment of principal of, premium, if any, or interest on any of the
Securities, (b) in respect of covenants or provisions hereof which cannot be
modified or amended without the consent of the holder of each Security affected,
or (c) a default of the covenants contained in Section 3.06;



                                       27
<PAGE>   34

provided, however, that if the Securities of such series are held by a Fleet
Capital Trust or a trustee of such trust, such waiver or modification to such
waiver shall not be effective until the holders of a majority in liquidation
preference of Trust Securities of the applicable Fleet Capital Trust shall have
consented to such waiver or modification to such waiver; provided further, that
if the consent of the Holder of each outstanding Security is required, such
waiver shall not be effective until each holder of the Trust Securities of the
applicable Fleet Capital Trust shall have consented to such waiver. Upon any
such waiver, the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Trustee and the holders of the
Securities of such series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon. Upon any such waiver the
Company, the Trustee and the holders of the Securities of that series (or of all
Securities, as the case may be) shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 5.07, said default or Event of Default shall
for all purposes of the Securities of that series (or of all Securities, as the
case may be) and this Indenture be deemed to have been cured and to be not
continuing.

         The foregoing provisions shall be in lieu of Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act and such sections are hereby expressly
excluded from this Indenture and the Securities, as permitted by the Trust
Indenture Act.

         SECTION 5.08. NOTICE OF DEFAULTS.

         The Trustee shall, within 90 days after the occurrence of a default
with respect to the Securities of any series, mail to all Securityholders of
that series, as the names and addresses of such holders appear upon the Security
Register, notice of all defaults with respect to that series known to the
Trustee, unless such defaults shall have been cured before the giving of such
notice (the term "defaults" for the purpose of this Section 5.08 being hereby
defined to be the events specified in clauses (a), (b), (c), (d), (e) and (f) of
Section 5.01, not including periods of grace, if any, provided for therein, and
irrespective of the giving of written notice specified in clause (c) of Section
5.01); and provided that, except in the case of default in the payment of the
principal of, premium, if any, or interest on any of the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee, or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders
of such series; and provided further, that in the case of any default of the
character specified in Section 5.01(c), no such notice to Securityholders of
such series shall be given until 90 days after the Trustee has notified the
Company of such occurrence.

         SECTION 5.09. UNDERTAKING TO PAY COSTS.

         All parties to this Indenture agree, and each holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable



                                       28
<PAGE>   35

costs, including reasonable attorneys' fees and expenses, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 5.09 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholder, or group of Securityholders, of any series,
holding in the aggregate more than 10% in principal amount of the Securities of
that series outstanding, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Security against the Company on or after the same shall have become due
and payable.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

         SECTION 6.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE.

         With respect to the holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to securities of that series and after the curing or waiving of all
Events of Default which may have occurred, with respect to securities of that
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

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

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

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

                  (2) in the absence of bad faith on the part of the Trustee,
                  the Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon any certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture;
                  but, in the case of any such certificates or opinions which by
                  any provision hereof are specifically required to be furnished
                  to the Trustee, the Trustee shall be under a duty to examine
                  the same to determine whether or not they conform to the
                  requirements of this Indenture;



                                       29
<PAGE>   36

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

         (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith, in accordance with the direction of the
Securityholders pursuant to Section 5.07, relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured to it under the
terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

         SECTION 6.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC.

         Except as otherwise provided in Section 6.01:

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

         (b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;

         (c) the Trustee may consult with counsel of its selection and any
advice or 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 accordance with such advice or Opinion of Counsel;

         (d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities which may be incurred therein or thereby;

         (e) the Trustee shall not be liable for any action taken or omitted by
it in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default with respect to a series of the Securities (that has not been
cured or waived) to exercise with respect to Securities of that series such of
the rights and powers vested in it by this Indenture, and to use the same degree
of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs;



                                       30
<PAGE>   37

         (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, consent, order, approval, bond, debenture,
coupon or other paper or document, unless requested in writing to do so by the
holders of not less than a majority in principal amount of the outstanding
Securities of the series affected thereby; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
indemnity satisfactory to the Trustee against such expense or liability as a
condition to so proceeding;

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

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

         (i) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the principal office of the Trustee, and
such notice references the Securities and this Indenture;

         (j) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder; and

         (k) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

         SECTION 6.03. NO RESPONSIBILITY FOR RECITALS, ETC.

         The recitals contained herein and in the Securities (except in the
certificate of authentication of the Trustee or the Authenticating Agent) shall
be taken as the statements of the Company and the Trustee and the Authenticating
Agent assume no responsibility for the correctness of the same. The Trustee and
the Authenticating Agent make no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee and the
Authenticating Agent shall not be accountable for the use or application by the
Company of any Securities or the proceeds of any Securities authenticated and
delivered by the Trustee or the Authenticating Agent in conformity with the
provisions of this Indenture.

         SECTION 6.04. TRUSTEE, AUTHENTICATING AGENT, PAYING AGENTS, TRANSFER
AGENTS OR REGISTRAR MAY OWN SECURITIES.



                                       31
<PAGE>   38

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

         SECTION 6.05. MONEYS TO BE HELD IN TRUST.

         Subject to the provisions of Section 11.04, all moneys received by the
Trustee or any paying agent shall, until used or applied as herein provided, be
held in trust for the purpose for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
and any paying agent shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.
So long as no Event of Default shall have occurred and be continuing, all
interest allowed on any such moneys shall be paid from time to time upon the
written order of the Company, signed by the Chairman of the Board of Directors,
the President, any Vice President, the Treasurer or any Assistant Treasurer of
the Company.

         SECTION 6.06. COMPENSATION AND EXPENSES OF TRUSTEE.

         The Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation as shall be agreed
in writing between the Company and the Trustee (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust), and the Company will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ and any amounts paid by the
Trustee to any Authenticating Agent pursuant to Section 6.14) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify each of the Trustee and any predecessor
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any and all loss, liability, damages, claim or expense,
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or bad faith on the part of the Trustee and arising out of or
in connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim (whether asserted by
the Company, a holder of Securities or any other Person) of liability in the
premises. The obligations of the Company under this Section 6.06 to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder,
and shall survive the resignation or removal of the Trustee and the termination
of this Indenture. Such additional indebtedness shall be secured by a lien prior
to that of the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the holders of
particular Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.01(d) or Section 5.01(e), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.



                                       32
<PAGE>   39

         The provisions of this Section shall survive the termination of this
Indenture.





         SECTION 6.07. OFFICERS' CERTIFICATE AS EVIDENCE.

         Except as otherwise provided in Sections 6.01 and 6.02, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.

         SECTION 6.08. CONFLICTING INTEREST OF TRUSTEE.

         If the Trustee has or shall acquire any "conflicting interest" within
the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

         SECTION 6.09. ELIGIBILITY OF TRUSTEE.

         The Trustee hereunder shall at all times be a corporation organized and
doing business under the laws of the United States of America or any State or
territory thereof or of the District of Columbia or a corporation or other
Person permitted to act as trustee by the Commission authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 (US) and subject to supervision or examination by federal,
State, territorial, or District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 6.09 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.

         The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee.

         In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

         SECTION 6.10. RESIGNATION OR REMOVAL OF TRUSTEE.

         (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of such resignation to the Company and by mailing notice
thereof to the holders of the applicable series of Securities at their addresses
as they shall appear on the Security Register. Upon receiving such notice of
resignation,



                                       33
<PAGE>   40

the Company shall promptly appoint a successor trustee or trustees with respect
to the applicable series by written instrument, in duplicate, executed by order
of its Board of Directors, one copy of which instrument shall be delivered to
the resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed with respect to any series of Securities
and have accepted appointment within 30 days after the mailing of such notice of
resignation to the affected Securityholders, the resigning Trustee may petition,
at the expense of the Company, any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 5.09, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

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

                  (i) the Trustee shall fail to comply with the provisions of
                  Section 6.08 after written request therefor by the Company or
                  by any Securityholder who has been a bona fide holder of a
                  Security or Securities for at least six months, or

                  (ii) the Trustee shall cease to be eligible in accordance with
                  the provisions of Section 6.09 and shall fail to resign after
                  written request therefor by the Company or by any such
                  Securityholder, or

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 5.09, any Securityholder who has been a bona fide holder
of a Security or Securities of the applicable series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

         (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to such series and nominate a successor trustee with
respect to the applicable series of Securities or all series, as the case may
be, which shall be deemed appointed as successor trustee with respect to the
applicable series unless within 10 days after such nomination the Company
objects thereto, in which case the Trustee so removed or any Securityholder of
the applicable series, upon the terms and conditions and otherwise as provided
in subsection (a) of this Section 6.10, may petition, at the expense of the
Company, any court of competent jurisdiction for an appointment of a successor
trustee with respect to such series.



                                       34
<PAGE>   41

         (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 6.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.

         SECTION 6.11. ACCEPTANCE BY SUCCESSOR TRUSTEE.

         Any successor trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the retiring trustee with respect to all or any
applicable series shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations with respect to such series of its predecessor
hereunder, with like effect as if originally named as trustee herein; but,
nevertheless, on the written request of the Company or of the successor trustee,
the trustee ceasing to act shall, upon payment of any amounts then due it
pursuant to the provisions of Section 6.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the trustee
so ceasing to act and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring trustee thereunder. Upon
request of any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.06.

         If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Company, the retiring trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring trustee with respect to the
Securities of any series as to which the predecessor trustee is not retiring
shall continue to be vested in the predecessor trustee, and 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 trustee hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such trustee.

         No successor trustee shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 6.11, the Company shall mail notice of the succession of such
trustee hereunder to the holders of Securities of any applicable series at their
addresses as they shall appear on the Security Register. If the Company fails to
mail such notice within 10 days after the acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

         SECTION 6.12. SUCCESSION BY MERGER, ETC.



                                       35
<PAGE>   42

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

         In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee, and deliver
such Securities so authenticated; and in case at that time any of the Securities
of any series shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor hereunder
or in the name of the successor trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Securities of such series
or in this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or authenticate Securities of any series in the name of
any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

         SECTION 6.13. LIMITATION ON RIGHTS OF TRUSTEE AS A CREDITOR.

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent included therein.

         SECTION 6.14. AUTHENTICATING AGENTS.

         There may be one or more Authenticating Agents appointed by the Trustee
upon the request of the Company with power to act on its behalf and subject to
its direction in the authentication and delivery of Securities of any series
issued upon exchange or transfer thereof as fully to all intents and purposes as
though any such Authenticating Agent had been expressly authorized to
authenticate and deliver Securities of such series; provided, that the Trustee
shall have no liability to the Company for any acts or omissions of the
Authenticating Agent with respect to the authentication and delivery of
Securities of any series. Any such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States or
of any State or territory thereof or of the District of Columbia authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of at least $5,000,000 (US) and being subject to supervision or
examination by Federal, State, territorial or District of Columbia authority. If
such corporation publishes reports of condition at least annually pursuant to
law or the requirements of such authority, then for the purposes of this Section
6.14 the combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time 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 herein specified in this Section.

         Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or



                                       36
<PAGE>   43

conversion to which any Authenticating Agent shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of any Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section 6.14 without the execution or filing of any paper or
any further act on the part of the parties hereto or such Authenticating Agent.

         Any Authenticating Agent may at any time resign with respect to one or
more or all series of Securities by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency of
any Authenticating Agent with respect to one or more or all series of Securities
by giving written notice of termination to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible under
this Section 6.14, the Trustee may, and upon the request of the Company shall,
promptly appoint a successor Authenticating Agent with respect to the applicable
series eligible under this Section 6.14, shall give written notice of such
appointment to the Company and shall mail notice of such appointment to all
holders of the applicable series of Securities as the names and addresses of
such holders appear on the Security Register. Any successor Authenticating Agent
with respect to all or any series upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities with
respect to such series of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein.

         The Company agrees to pay to any Authenticating Agent from time to time
reasonable compensation for its services. Any Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in accordance
with the directions of the Trustee.

                                  ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

         SECTION 7.01. ACTION BY SECURITYHOLDERS.

         Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Securities of any or
all series may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action)
the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing, or (b) by the record of
such holders of Securities voting in favor thereof at any meeting of such
Securityholders duly called and held in accordance with the provisions of
Article VIII hereof, or (c) by a combination of such instrument or instruments
and any such record of such a meeting of such Securityholders.

         If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a



                                       37
<PAGE>   44

record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other action may be given before or after the record date,
but only the Securityholders of record at the close of business on the record
date shall be deemed to be Securityholders for the purposes of determining
whether Securityholders of the requisite proportion of outstanding Securities of
that series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the outstanding Securities of that series shall be computed as of the
record date; provided, however, that no such authorization, agreement or consent
by such Securityholders on the record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

         SECTION 7.02. PROOF OF EXECUTION BY SECURITYHOLDERS.

         Subject to the provisions of Section 6.01, 6.02 and 8.05, proof of the
execution of any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Securities shall be proved by the Security
Register or by a certificate of the Security registrar. The Trustee may require
such additional proof of any matter referred to in this Section as it shall deem
necessary.

         The record of any Securityholders' meeting shall be proved in the
manner provided in Section 8.06.

         SECTION 7.03. WHO ARE DEEMED ABSOLUTE OWNERS.

         Prior to due presentment for registration of transfer of any Security,
the Company, the Trustee, any Authenticating Agent, any paying agent, any
transfer agent and any Security registrar may deem the person in whose name such
Security shall be registered upon the Security Register to be, and may treat him
as, the absolute owner of such Security (whether or not such Security shall be
overdue) for the purpose of receiving payment of or on account of the principal
of, premium, if any, and interest on such Security and for all other purposes;
and neither the Company nor the Trustee nor any Authenticating Agent nor any
paying agent nor any transfer agent nor any Security registrar shall be affected
by any notice to the contrary. All such payments so made to any holder for the
time being or upon his order shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.

         SECTION 7.04. SECURITIES OWNED BY COMPANY DEEMED NOT OUTSTANDING.

         In determining whether the holders of the requisite aggregate principal
amount of Securities have concurred in any direction, consent or waiver under
this Indenture, Securities which are owned by the Company or any other obligor
on the Securities or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
other obligor on the Securities shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Securities which a Responsible Officer
of the Trustee actually knows are so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as outstanding
for the purposes



                                       38
<PAGE>   45

of this Section 7.04 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee's right to vote such Securities and that the pledgee is not
the Company or any such other obligor or person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any such other obligor. In the case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.





         SECTION 7.05. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.

         At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Security specified in this
Indenture in connection with such action, any holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor) the
serial number of which is shown by the evidence to be included in the Securities
the holders of which have consented to such action may, by filing written notice
with the Trustee at its principal office and upon proof of holding as provided
in Section 7.02, revoke such action so far as concerns such Security (or so far
as concerns the principal amount represented by any exchanged or substituted
Security). Except as aforesaid any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, and of any Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in exchange or
substitution therefor.

                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

         SECTION 8.01. PURPOSES OF MEETINGS.

         A meeting of Securityholders of any or all series may be called at any
time and from time to time pursuant to the provisions of this Article VIII for
any of the following purposes:

         (a) to give any notice to the Company or to the Trustee, or to give any
directions to the Trustee, or to consent to the waiving of any default hereunder
and its consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article V hereof;

         (b) to remove the Trustee and nominate a successor trustee pursuant to
the provisions of Article VI hereof;

         (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 9.02; or

         (d) to take any other action authorized to be taken by or on behalf of
the holders of any specified aggregate principal amount of such Securities under
any other provision of this Indenture or under applicable law.



                                       39
<PAGE>   46

         SECTION 8.02. CALL OF MEETINGS BY TRUSTEE.

         The Trustee may at any time call a meeting of Securityholders of any or
all series to take any action specified in Section 8.01, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, as the
Trustee shall determine. Notice of every meeting of the Securityholders of any
or all 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 mailed
to holders of Securities of each series affected at their addresses as they
shall appear on the Securities register of such series. Such notice shall be
mailed not less than 20 nor more than 180 days prior to the date fixed for the
meeting.

         SECTION 8.03. CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS.

         In case at any time the Company pursuant to a resolution of the Board
of Directors, or the holders of at least 10% in aggregate principal amount of
the Securities of any or all series, as the case may be, then outstanding, shall
have requested the Trustee to call a meeting of Securityholders of any or all
series, as the case may be, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed the notice of such meeting within 20 days after receipt of such
request, then the Company or such Securityholders may determine the time and the
place in said Borough of Manhattan for such meeting and may call such meeting to
take any action authorized in Section 8.01, by mailing notice thereof as
provided in Section 8.02.

         SECTION 8.04. QUALIFICATIONS FOR VOTING.

         To be entitled to vote at any meeting of Securityholders a person shall
(a) be a holder of one or more Securities with respect to which the meeting is
being held or (b) a person appointed by an instrument in writing as proxy by a
holder of one or more such Securities. The only persons who shall be entitled to
be present or to speak at any meeting of Securityholders shall be the persons
entitled to vote at such meeting and their counsel and any representatives of
the Trustee and its counsel and any representatives of the Company and its
counsel.

         SECTION 8.05. REGULATIONS.

         Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities 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 think fit.

         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 Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders 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 majority vote of the meeting.



                                       40
<PAGE>   47

         Subject to the provisions of Section 7.04, at any meeting each holder
of Securities with respect to which such meeting is being held or proxy therefor
shall be entitled to one vote for each $1,000 principal amount of Securities
held or represented by him; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security 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 other than by virtue of Securities held
by him or instruments in writing as aforesaid duly designating him as the person
to vote on behalf of other Securityholders. Any meeting of Securityholders duly
called pursuant to the provisions of Section 8.02 or 8.03 may be adjourned from
time to time by a majority of those present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.

         SECTION 8.06. VOTING.

         The vote upon any resolution submitted to any meeting of holders of
Securities with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such holders or of their
representatives by proxy and the serial number or numbers of the Securities 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 triplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Securityholders 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 mailed as provided in Section 8.02. The record shall show the serial
numbers of the Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other 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 IX

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS.

         The Company and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:

         (a) to evidence the succession of another corporation to the Company,
or successive successions, and the assumption by the successor corporation of
the covenants, agreements and obligations of the Company pursuant to Article X
hereof;

         (b) to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection of the holders of all or any
series of Securities (and if such covenants are to be for



                                       41
<PAGE>   48

the benefit of less than all series of Securities stating that such covenants
are expressly being included for the benefit of such series) as the Board of
Directors and the Trustee shall consider to be for the protection of the holders
of such Securities, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants, restrictions or
conditions a default or an Event of Default permitting the enforcement of all or
any of the several remedies provided in this Indenture as herein set forth;
provided, however, that in respect of any such additional covenant, restriction
or condition 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;

         (c) to provide for the issuance under this Indenture of Securities in
coupon form (including Securities registrable as to principal only) and to
provide for exchangeability of such Securities with the Securities issued
hereunder in fully registered form and to make all appropriate changes for such
purpose;

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

         (e) to add to, delete from, or revise the terms of Securities of any
series as permitted by Section 2.01 and 2.03, including, without limitation, any
terms relating to the issuance, exchange, registration or transfer of Securities
issued in whole or in part in the form of one or more Global Securities and the
payment of any principal thereof, or interest or premium, if any, thereon;

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

         (g) to make any change that does not adversely affect the rights of any
Securityholder in any material respect; or

         (h) to provide for the issuance of and establish the form and terms and
conditions of the Securities of any series, to establish the form of any
certifications required to be furnished pursuant to the terms of this Indenture
or any series of Securities, or to add to the rights of the holders of any
series of Securities.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer and assignment of any property thereunder, but the Trustee
shall not be obligated to, but may in its discretion, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.



                                       42
<PAGE>   49

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

         SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.

         With the consent (evidenced as provided in Section 7.01) of the holders
of not less than a majority in aggregate principal amount of the Securities at
the time outstanding of all series affected by such supplemental indenture
(voting as a class), and in the case of Securities issued to a Fleet Capital
Trust, the holders of a majority in aggregate liquidation amount of the related
Preferred Securities, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act then in effect) for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of the
holders of the Securities of each series so affected; provided, however, that no
such supplemental indenture shall, without the consent of the holders of each
Security affected thereby (and each Preferred Security, if applicable), (i)
extend the fixed maturity of any Security of any series, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount
thereof or any premium thereon, or reduce any amount payable on redemption
thereof or make the principal thereof or any interest or premium thereon payable
in any coin or currency other than that provided in the Securities, or impair or
affect the right of any Securityholder to institute suit for payment thereof or
the right of repayment, if any, at the option of the holder, without the consent
of the holder of each Security so affected, (ii) reduce the aforesaid percentage
of Securities the holders of which are required to consent to any such
supplemental indenture or (iii) otherwise materially adversely affect the
interest of the holders of any series of the Securities or the Preferred
Securities; provided, further, that if the Securities of such series are held by
a Fleet Capital Trust or a trustee of such trust, such supplemental indenture
shall not be effective until the holders of a majority in liquidation preference
of Trust Securities of the applicable Trust shall have consented to such
supplemental indenture; provided further, that if the consent of the holder of
each outstanding Security is required, such supplemental indenture shall not be
effective until each holder of the Trust Securities of the applicable Fleet
Capital Trust shall have consented to such supplemental indenture.

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

         Upon the request of the Company accompanied by a copy of a resolution
of the Board of Directors certified by its Secretary or Assistant Secretary
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture. The Trustee may receive an Opinion of Counsel
as conclusive evidence that any supplemental indenture executed pursuant to



                                       43
<PAGE>   50

this Article is authorized or permitted by, and conforms to, the terms of this
Article and that it is proper for the Trustee under the provisions of this
Article to join in the execution thereof.

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

         It shall not be necessary for the consent of the Securityholders under
this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF
SUPPLEMENTAL INDENTURES.

         Any supplemental indenture executed pursuant to the provisions of this
Article IX shall comply with the Trust Indenture Act, as then in effect. Upon
the execution of any supplemental indenture pursuant to the provisions of this
Article IX, this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of each series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         SECTION 9.04. NOTATION ON SECURITIES.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture affecting such series pursuant to the
provisions of this Article IX may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee or the Authenticating Agent and delivered in
exchange for the Securities of any series then outstanding.

         SECTION 9.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TRUSTEE.

         The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article IX.

                                   ARTICLE X

               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.



                                       44
<PAGE>   51

         SECTION 10.01. COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

         Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other
corporation or corporations organized under the laws of a domestic jurisdiction
(whether or not affiliated with the Company, as the case may be), or successive
consolidations or mergers in which the Company, as the case may be, or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company, as the
case may be, or its successor or successors as an entirety, or substantially as
an entirety, to any other corporation organized under the laws of a domestic
jurisdiction (whether or not affiliated with the Company, as the case may be, or
its successor or successors) authorized to acquire and operate the same;
provided, however, that the Company hereby covenants and agrees that, upon any
such consolidation, merger, sale, conveyance, transfer or other disposition, the
due and punctual payment, in the case of the Company, of the principal of
(premium, if any) and interest on all of the Securities of all series in
accordance with the terms of each series, according to their tenor and the due
and punctual performance and observance of all the covenants and conditions of
this Indenture with respect to each series or established with respect to such
series to be kept or performed by the Company as the case may be, shall be
expressly assumed, by supplemental indenture (which shall conform to the
provisions of the Trust Indenture Act, as then in effect) satisfactory in form
to the Trustee executed and delivered to the Trustee by the entity formed by
such consolidation, or into which the Company, as the case may be, shall have
been merged, or by the entity which shall have acquired such property; provided,
further, that after giving effect thereto, no Default shall have occurred and be
continuing hereunder.

         SECTION 10.02. SUCCESSOR CORPORATION TO BE SUBSTITUTED FOR COMPANY.

         In case of any such consolidation, merger, conveyance or transfer and
upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual payment of the principal of and premium, if any, and
interest on all of the Securities and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Company, such successor corporation shall succeed
to and be substituted for the Company, with the same effect as if it had been
named herein as the party of the first part, and the Company thereupon shall be
relieved of any further liability or obligation hereunder or upon the
Securities. Such successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of FleetBoston Financial
Corporation, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee or the
Authenticating Agent; and, upon the order of such successor corporation instead
of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate
and deliver any Securities which previously shall have been signed and delivered
by the officers of the Company to the Trustee or the Authenticating Agent for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee or the Authenticating
Agent for that purpose. All the Securities so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Indentures had been issued at the date of the execution
hereof.



                                       45
<PAGE>   52

         SECTION 10.03. OPINION OF COUNSEL TO BE GIVEN TRUSTEE.

         The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, conveyance or transfer, and any assumption, permitted or required by the
terms of this Article X complies with the provisions of this Article X.



                                   ARTICLE XI

                    SATISFACTION AND DISCHARGE OF INDENTURE.

         SECTION 11.01. DISCHARGE OF INDENTURE.

         When (a) the Company shall deliver to the Trustee for cancellation all
Securities theretofore authenticated (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) and not theretofore cancelled, or (b) all the
Securities not theretofore cancelled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds
sufficient to pay at maturity or upon redemption all of the Securities (other
than any Securities which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.08) not theretofore
cancelled or delivered to the Trustee for cancellation, including principal and
premium, if any, and interest due or to become due to such date of maturity or
redemption date, as the case may be, but excluding, however, the amount of any
moneys for the payment of principal of, and premium, if any, or interest on the
Securities (1) theretofore repaid to the Company in accordance with the
provisions of Section 11.04, or (2) paid to any State or to the District of
Columbia pursuant to its unclaimed property or similar laws, and if in either
case the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect, except that the provisions of Sections 2.05, 2.07, 2.08, 3.01, 3.02,
3.04, 6.06, 6.10 and 11.04 hereof shall survive until such Securities shall
mature and be paid. Thereafter, Sections 6.06 and 11.04 shall survive, and the
Trustee, on demand of the Company accompanied by any Officers' Certificate and
an Opinion of Counsel and at the cost and expense of the Company, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture,
the Company, however, hereby agreeing to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture or the Securities.

         SECTION 11.02. DEPOSITED MONEYS AND U.S. GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST BY TRUSTEE.

         Subject to the provisions of Section 11.04, all moneys and U.S.
Government Obligations deposited with the Trustee pursuant to Sections 11.01 or
11.05 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Securities for the payment of which
such moneys



                                       46
<PAGE>   53

or U.S. Government Obligations have been deposited with the Trustee, of all sums
due and to become due thereon for principal, premium, if any, and interest.

         SECTION 11.03. PAYING AGENT TO REPAY MONEYS HELD.

         Upon the satisfaction and discharge of this Indenture all moneys then
held by any paying agent of the Securities (other than the Trustee) 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 11.04. RETURN OF UNCLAIMED MONEYS.

         Any moneys deposited with or paid to the Trustee or any paying agent
for payment of the principal of, and premium, if any, or interest on Securities
and not applied but remaining unclaimed by the holders of Securities for two
years after the date upon which the principal of, and premium, if any, or
interest on such Securities, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee or such paying agent on
written demand; and the holder of any of the Securities shall thereafter look
only to the Company for any payment which such holder may be entitled to collect
and all liability of the Trustee or such paying agent with respect to such
moneys shall thereupon cease.

         SECTION 11.05. DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT
OBLIGATIONS.

         (a) (a) The Company shall be deemed to have been Discharged (as defined
below) from its respective obligations with respect to any series of Securities
upon satisfaction of the applicable conditions set forth below with respect to
any series of Securities:

                      (i) The Company shall have deposited or caused to be
                      deposited irrevocably with the Trustee or the Defeasance
                      Agent (as defined below) as trust funds in trust,
                      specifically pledged as security for, and dedicated solely
                      to, the benefit of the holders of the Securities of such
                      series (A) money in an amount, or (B) U.S. Government
                      Obligations which through the payment of interest and
                      principal in respect thereof in accordance with their
                      terms will provide, not later than one day before the due
                      date of any payment, money in an amount, or (C) a
                      combination of (A) and (B), sufficient, in the opinion
                      (with respect to (B) and (C)) of a nationally recognized
                      firm of independent public accountants expressed in a
                      written certification thereof delivered to the Trustee and
                      the Defeasance Agent, if any, to pay and discharge each
                      installment of principal (including any mandatory sinking
                      fund payments) of, and interest and premium, if any, on,
                      the outstanding Securities of such series on the dates
                      such installments of principal, interest or premium are
                      due;

                      (ii) if the Securities of such series are then listed on
                      any national securities exchange, the Company shall have
                      delivered to the Trustee and the Defeasance Agent, if any,
                      an Opinion of Counsel to the effect that the exercise of
                      the option under this Section 11.05 would not cause such
                      Securities to be delisted from such exchange;



                                       47
<PAGE>   54

                      (iii) no Event of Default or event which with notice or
                      lapse of time would become an Event of Default with
                      respect to the Securities of such series shall have
                      occurred and be continuing on the date of such deposit;
                      and

                      (iv) the Company shall have delivered to the Trustee and
                      the Defeasance Agent, if any, an Opinion of Counsel to the
                      effect that holders of the Securities of such series will
                      not recognize income, gain or loss for United States
                      Federal income tax purposes as a result of the exercise of
                      the option under this Section 11.05 and will be subject to
                      United States Federal income tax on the same amount and in
                      the same manner and at the same times as would have been
                      the case if such option had not been exercised, and, in
                      the case of the Securities of such series being
                      Discharged, such opinion shall be accompanied by a private
                      letter ruling to that effect received from the United
                      States Internal Revenue Service or a revenue ruling
                      pertaining to a comparable form of transaction to that
                      effect published by the United States Internal Revenue
                      Service.

         (b) "Discharged" means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by, and obligations under,
the Securities of such series and to have satisfied all the obligations under
this Indenture relating to the Securities of such series (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of holders of Securities of such series to receive,
from the trust fund described in clause (1) above, payment of the principal of
and the interest and premium, if any, on such Securities when such payments are
due; (B) the Company's obligations with respect to such Securities under
Sections 2.07, 2.08, 5.03 and 11.04; and (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder.

         (c) "Defeasance Agent" means another financial institution which is
eligible to act as Trustee hereunder and which assumes all of the obligations of
the Trustee necessary to enable the Trustee to act hereunder. In the event such
a Defeasance Agent is appointed pursuant to this section, the following
conditions shall apply:

                   (i) The Trustee shall have approval rights over the document
                   appointing such Defeasance Agent and the document setting
                   forth such Defeasance Agent's rights and responsibilities;

                   (ii) The Defeasance Agent shall provide verification to the
                   Trustee acknowledging receipt of sufficient money and/or U.S.
                   Government Obligations to meet the applicable conditions set
                   forth in this Section 11.05;

                   (iii) The Trustee shall determine whether the Company shall
                   be deemed to have been Discharged from its respective
                   obligations with respect to any series of Securities.

                                  ARTICLE XII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS.



                                       48
<PAGE>   55

         SECTION 12.01. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.

         No recourse for the payment of the principal of or premium, if any, or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation of
the Company, either directly or through the Company or any successor corporation
of the Company, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Securities.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS.

         SECTION 13.01. SUCCESSORS.

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

         SECTION 13.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION.

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

         SECTION 13.03. SURRENDER OF COMPANY POWERS.

         The Company by instrument in writing executed by authority of 2/3
(two-thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company, and thereupon such power so
surrendered shall terminate both as to the Company, as the case may be, and as
to any successor corporation.

         SECTION 13.04. ADDRESSES FOR NOTICES, ETC.

         Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Securities on the Company may be given or served by being deposited postage
prepaid by first class mail in a post office letter box addressed (until another
address is filed by the Company with the Trustee for the purpose) to the
Company, 100 Federal Street, Boston, Massachusetts 02110, Attention: General
Counsel. Any notice, direction, request or demand by any Securityholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing at the office of the Trustee,
addressed to the Trustee, The Bank of New York, 101 Barclay Street, Floor 21W,
New York, New York 10286, Attention: Corporate Trust Trustee Administration.



                                       49
<PAGE>   56

         SECTION 13.05. GOVERNING LAW.

         This Indenture and each Security shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be governed
by and construed in accordance with the laws of said State.



         SECTION 13.06. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

         SECTION 13.07. LEGAL HOLIDAYS.

         In any case where the date of payment of interest on or principal of
the Securities will fall on a legal holiday or a day on which banking
institutions are authorized by law to close, the payment of such interest on or
principal of the Securities need not be made on such date but may be made on the
next succeeding day not a legal holiday or a day on which banking institutions
are authorized by law to close, with the same force and effect as if made on the
date of payment and no interest shall accrue for the period from and after such
date.

         SECTION 13.08. TRUST INDENTURE ACT TO CONTROL.

         (a) If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act, such required provision shall control.

         (b) Notwithstanding the foregoing, any provisions contained in this
Indenture as to directions and waivers by Securityholders or impairment of
Securityholders' rights to payment shall be in lieu of Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act and such sections are hereby expressly
excluded from this Indenture and the Securities, as permitted by the Trust
Indenture Act.



                                       50
<PAGE>   57

         SECTION 13.09. TABLE OF CONTENTS, HEADINGS, ETC.

         The table of contents and the titles 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 13.10. EXECUTION IN COUNTERPARTS.

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

         SECTION 13.11. SEPARABILITY.

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

         SECTION 13.12. ASSIGNMENT.

         The Company will have the right at all times to assign any of its
respective rights or obligations under this Indenture to a direct or indirect
wholly-owned Subsidiary of the Company, provided that, in the event of any such
assignment, the Company, as the case may be, will remain liable for all such
obligations. Subject to the foregoing, the Indenture is binding upon and inures
to the benefit of the parties hereto and their respective successors and
assigns. This Indenture may not otherwise be assigned by the parties hereto.

         SECTION 13.13. ACKNOWLEDGMENT OF RIGHTS.

         The Company acknowledges that, with respect to any Securities held by a
Fleet Capital Trust or a trustee of such trust, if the Institutional Trustee of
such Trust fails to enforce its rights under this Indenture as the holder of the
series of Securities held as the assets of such Fleet Capital Trust, any holder
of Preferred Securities may institute legal proceedings directly against the
Company to enforce such Institutional Trustee's rights under this Indenture
without first instituting any legal proceedings against such Institutional
Trustee or any other person or entity. Notwithstanding the foregoing, if an
Event of Default has occurred and is continuing and such event is attributable
to the failure of the Company to pay interest or principal on the applicable
series of Securities on the date such interest or principal is otherwise payable
(or in the case of redemption, on the redemption date), the Company acknowledges
that a holder of Preferred Securities may directly institute a proceeding for
enforcement of payment to such holder of the principal of or interest on the
applicable series of Securities having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such holder on or after the
respective due date specified in the applicable series of Securities.









                                       51
<PAGE>   58

                                  ARTICLE XIV

                    REDEMPTION OF SECURITIES -- MANDATORY AND
                              OPTIONAL SINKING FUND

         SECTION 14.01. APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to the Securities of
any series which are redeemable before their maturity or to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.03 for Securities of such series.

         SECTION 14.02. NOTICE OF REDEMPTION; SELECTION OF SECURITIES.

         In case the Company shall desire to exercise the right to redeem all,
or, as the case may be, any part of the Securities of any series in accordance
with their terms, it shall fix a date for redemption and shall mail a notice of
such redemption at least 30 and not more than 60 days prior to the date fixed
for redemption to the holders of Securities of such series so to be redeemed as
a whole or in part at their last addresses as the same appear on the Security
Register. Such mailing shall be by first class mail. The notice if mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice to the holder of any Security of
a series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

         Each such notice of redemption shall identify the Securities to be
redeemed (including CUSIP numbers), specify the date fixed for redemption, the
redemption price at which Securities of such series are to be redeemed, the
place or places of payment, that payment will be made upon presentation and
surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice and that on and after said
date interest thereon or on the portions thereof to be redeemed will cease to
accrue. If less than all the Securities of such series are to be redeemed the
notice of redemption shall specify the numbers of the Securities of that series
to be redeemed. In case any Security of a series is to be redeemed in part only,
the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of that series in
principal amount equal to the unredeemed portion thereof will be issued.

         Prior to 10:00 a.m. New York City time on the redemption date specified
in the notice of redemption given as provided in this Section, the Company will
deposit with the Trustee or with one or more paying agents an amount of money
sufficient to redeem on the redemption date all the Securities so called for
redemption at the appropriate redemption price, together with accrued interest
to the date fixed for redemption.

         If the Securities of a series are to be redeemed, the Company will give
the Trustee notice not less than 60 days prior to the redemption date as to the
aggregate principal amount of Securities of



                                       52
<PAGE>   59

that series to be redeemed and, in the case of a partial redemption, the Trustee
shall select, in such manner as in its sole discretion it shall deem appropriate
and fair, the Securities of that series or portions thereof (in integral
multiples of $1,000, except as otherwise set forth in the applicable form of
Security) to be redeemed.

         SECTION 14.03. PAYMENT OF SECURITIES CALLED FOR REDEMPTION.

         If notice of redemption has been given as provided in Section 14.02 or
Section 14.04, the Securities or portions of Securities of the series with
respect to which such notice has been given shall become due and payable on the
date and at the place or places stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption, and on and after said date (unless the Company shall default in the
payment of such Securities at the redemption price, together with interest
accrued to said date) interest on the Securities or portions of Securities of
any series so called for redemption shall cease to accrue. On presentation and
surrender of such Securities at a place of payment specified in said notice, the
said Securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption.

         Upon presentation of any Security of any series redeemed in part only,
the Company shall execute and the Trustee shall authenticate and deliver to the
holder thereof, at the expense of the Company, a new Security or Securities of
such series of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

         SECTION 14.04. MANDATORY AND OPTIONAL SINKING FUND.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". The last date on which any such payment may be made is
herein referred to as a "sinking fund payment date".

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its
option (a) deliver to the Trustee Securities of that series theretofore
purchased by the Company and (b) may apply as a credit Securities of that series
which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of optional sinking fund
payments pursuant to the next succeeding paragraph, in each case in satisfaction
of all or any part of any mandatory sinking fund payment, provided that such
Securities have not been previously so credited. Each such Security so delivered
or applied as a credit shall be credited at the sinking fund redemption price
for such Securities and the amount of any mandatory sinking fund shall be
reduced accordingly. If the Company intends so to deliver or credit such
Securities with respect to any mandatory sinking fund payment it shall deliver
to the Trustee at least 60 days prior to the next succeeding sinking fund
payment date for such series (a) a certificate signed by any Vice President, the
Treasurer or any Assistant Treasurer of the Company specifying the portion of
such sinking fund payment, if any, to be satisfied by payment of cash and the
portion of such sinking fund payment, if any, which is to be satisfied by
delivering and crediting such Securities and (b) any Securities to be so
delivered. All Securities so delivered to the Trustee shall be cancelled by the
Trustee and no Securities shall be



                                       53
<PAGE>   60

authenticated in lieu thereof. If the Company fails to deliver such certificate
and Securities at or before the time provided above, the Company shall not be
permitted to satisfy any portion of such mandatory sinking fund payment by
delivery or credit of Securities.

         At its option the Company may pay into the sinking fund for the
retirement of Securities of any particular series, on or before each sinking
fund payment date for such series, any additional sum in cash as specified by
the terms of such series of Securities. If the Company intends to exercise its
right to make any such optional sinking fund payment, it shall deliver to the
Trustee at least 60 days prior to the next succeeding sinking fund payment date
for such Series a certificate signed by any Vice President, the Treasurer or any
Assistant Treasurer of the Company stating that the Company intends to exercise
such optional right and specifying the amount which the Company intends to pay
on such sinking fund payment date. If the Company fails to deliver such
certificate at or before the time provided above, the Company shall not be
permitted to make any optional sinking fund payment with respect to such sinking
fund payment date. To the extent that such right is not exercised in any year it
shall not be cumulative or carried forward to any subsequent year.

         If the sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000 (or a lesser sum if the Company shall so request) with
respect to the Securities of any particular series, it shall be applied by the
Trustee or one or more paying agents on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund
redemption price together with accrued interest to the date fixed for
redemption. The Trustee shall select, in the manner provided in Section 14.02,
for redemption on such sinking fund payment date a sufficient principal amount
of Securities of such series to absorb said cash, as nearly as may be, and the
Trustee shall, at the expense and in the name of the Company, thereupon cause
notice of redemption of Securities of such series to be given in substantially
the manner and with the effect provided in Sections 14.02 and 14.03 for the
redemption of Securities of that series in part at the option of the Company,
except that the notice of redemption shall also state that the Securities of
such series are being redeemed for the sinking fund. Any sinking fund moneys not
so applied or allocated by the Trustee or any paying agent to the redemption of
Securities of that series shall be added to the next cash sinking fund payment
received by the Trustee or such paying agent and, together with such payment,
shall be applied in accordance with the provisions of this Section 14.04. Any
and all sinking fund moneys held by the Trustee or any paying agent on the
maturity date of the Securities of any particular series, and not held for the
payment or redemption of particular Securities of such series, shall be applied
by the Trustee or such paying agent, together with other moneys, if necessary,
to be deposited sufficient for the purpose, to the payment of the principal of
the Securities of that series at maturity.

         On or before each sinking fund payment date, the Company shall pay to
the Trustee or to one or more paying agents in cash a sum equal to all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date pursuant to this Section.

         Neither the Trustee nor any paying agent shall redeem any Securities of
a series with sinking fund moneys, and the Trustee shall not mail any notice of
redemption of Securities for such series by operation of the sinking fund,
during the continuance of a default in payment of interest on such Securities or
of any Event of Default (other than an Event of Default occurring as a
consequence of



                                       54
<PAGE>   61

this paragraph), except that if the notice of redemption of any Securities shall
theretofore have been mailed in accordance with the provisions hereof, the
Trustee or any paying agent shall redeem such Securities if cash sufficient for
that purpose shall be deposited with the Trustee or such paying agent for that
purpose in accordance with the terms of this Article XIV. Except as aforesaid,
any moneys in the sinking fund for such series at the time when any such default
or Event of Default shall occur and any moneys thereafter paid into the sinking
fund shall, during the continuance of such default or Event of Default, be held
as security for the payment of all such Securities; provided, however, that in
case such Event of Default or default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on the next succeeding
sinking fund payment date on which such moneys may be applied pursuant to the
provisions of this Section 14.04.

                                   ARTICLE XV

                           SUBORDINATION OF SECURITIES

         SECTION 15.01. AGREEMENT TO SUBORDINATE.

         The Company covenants and agrees, and each holder of Securities issued
hereunder and under any supplemental indenture or by any resolutions by the
Board of Directors ("Additional Provisions") by such Securityholder's acceptance
thereof likewise covenants and agrees, that all Securities shall be issued
subject to the provisions of this Article XV; and each holder of a Security,
whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

         The payment by the Company of the principal of, premium, if any, and
interest on all Securities issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to the prior payment in full of all Senior
Indebtedness and Other Financial Obligations of the Company and rank pari passu
and equivalent to creditor obligations of those holding general unsecured claims
not entitled to statutory priority under the United States Bankruptcy Code or
otherwise, in each case whether outstanding at the date of this Indenture or
thereafter incurred.

         No provision of this Article XV shall prevent the occurrence of any
default or Event of Default hereunder.

         SECTION 15.02. DEFAULT ON SENIOR INDEBTEDNESS.

         No payment may be made of the principal of, premium, if any, or
interest on the Securities, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Securities, at any time when (i)
there is a default in the payment of the principal of, premium, if any, interest
on or otherwise in respect of any Senior Indebtedness, whether at maturity or at
a date fixed for prepayment or by declaration or otherwise, or (ii) any event of
default with respect to any Senior Indebtedness has occurred and is continuing,
or would occur as a result of such payment on the Securities or any redemption,
retirement, purchase or other acquisition of any of the Securities, permitting
the holders of such Senior Indebtedness (or a trustee on behalf of the holders
thereof) to accelerate the maturity thereof.



                                       55
<PAGE>   62

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 15.02, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness and Other Financial Obligations or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness and Other Financial Obligations may have
been issued, as their respective interests may appear, but only to the extent
that the holders of the Senior Indebtedness and Other Financial Obligations (or
their representative or representatives or a trustee) notify the Trustee in
writing within 90 days of such payment of the amounts then due and owing on the
Senior Indebtedness and Other Financial Obligations and only the amounts
specified in such notice to the Trustee shall be paid to the holders of Senior
Indebtedness and Other Financial Obligations.

         SECTION 15.03. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution, winding-up, liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
and Other Financial Obligations of the Company shall first be paid in full, or
payment thereof provided for in money in accordance with their terms, before any
payment is made by the Company on account of the principal (and premium, if any)
or interest on the Securities; and upon any such dissolution or winding-up or
liquidation or reorganization, any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Securityholders or the Trustee would be entitled to
receive from the Company, except under the provisions of this Article XV, shall
be paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the
Securityholders or by the Trustee under the Indenture if received by them or it,
directly to the holders of Senior Indebtedness and Other Financial Obligations
of the Company (pro rata to such holders on the basis of the respective amounts
of Senior Indebtedness and Other Financial Obligations held by such holders, as
calculated by the Company) or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness and Other Financial Obligations may have
been issued, as their respective interests may appear, to the extent necessary
to pay such Senior Indebtedness and Other Financial Obligations in full, in
money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness and Other
Financial Obligations, before any payment or distribution is made to the
Securityholders or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness and Other Financial Obligations of the
Company are paid in full, or provision is made for such payment in money in
accordance with its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of such
Senior Indebtedness and Other Financial Obligations or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness and Other Financial
Obligations may have been issued, and their respective interests may appear, as
calculated by the Company, for application to the payment of all Senior
Indebtedness and Other Financial



                                       56
<PAGE>   63

Obligations of the Company, as the case may be, remaining unpaid to the extent
necessary to pay such Senior Indebtedness and Other Financial Obligations in
full in money in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the benefit of the holders of such
Senior Indebtedness and Other Financial Obligations.

         For purposes of this Article XV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XV with respect
to the Securities to the payment of all Senior Indebtedness and Other Financial
Obligations of the Company, as the case may be, that may at the time be
outstanding, provided that (i) such Senior Indebtedness and Other Financial
Obligations are assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior Indebtedness and Other Financial Obligations are not, without the consent
of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article X of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 15.03 if such
other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article X of this Indenture.
Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.06 of this Indenture.

         SECTION 15.04. SUBROGATION.

         Subject to the payment in full of all Senior Indebtedness and Other
Financial Obligations of the Company, the rights of the Securityholders shall be
subrogated to the rights of the holders of such Senior Indebtedness and Other
Financial Obligations to receive payments or distributions of cash, property or
securities of the Company, as the case may be, applicable to such Senior
Indebtedness and Other Financial Obligations until all amounts owing on the
Securities shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of such Senior Indebtedness and Other
Financial Obligations of any cash, property or securities to which the
Securityholders or the Trustee would be entitled except under the provisions of
this Article XV, and no payment over pursuant to the provisions of this Article
XV to or for the benefit of the holders of such Senior Indebtedness and Other
Financial Obligations by Securityholders or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness and Other
Financial Obligations of the Company, and the holders of the Securities, be
deemed to be a payment by the Company to or on account of such Senior
Indebtedness and Other Financial Obligations. It is understood that the
provisions of this Article XV are and are intended solely for the purposes of
defining the relative rights of the holders of the Securities, on the one hand,
and the holders of such Senior Indebtedness and Other Financial Obligations, on
the other hand.

         Nothing contained in this Article XV or elsewhere in this Indenture,
any Additional Provisions or in the Securities is intended to or shall impair,
as between the Company, its creditors other than the holders of Senior
Indebtedness and Other Financial Obligations of the Company, and the holders of
the Securities, the obligation of the Company, which is absolute and
unconditional, to



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pay to the holders of the Securities the principal of, premium, if any, and
interest on, the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Securities and creditors of the Company, as the
case may be, other than the holders of Senior Indebtedness and Other Financial
Obligations of the Company, as the case may be, nor shall anything herein or
therein prevent the Trustee or the holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture,
subject to the rights, if any, under this Article XV of the holders of such
Senior Indebtedness and Other Financial Obligations in respect of cash, property
or securities of the Company, as the case may be, received upon the exercise of
any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article XV, the Trustee, subject to the provisions of Article VI of this
Indenture, and the Securityholders shall be entitled to conclusively rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Securityholders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior
Indebtedness, Other Financial Obligations and other indebtedness of the Company,
as the case may be, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article XV.

         SECTION 15.05. TRUSTEE TO EFFECTUATE SUBORDINATION.

         Each Securityholder by such Securityholder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article XV and appoints the Trustee such Securityholder's
attorney-in-fact for any and all such purposes.

         SECTION 15.06. NOTICE BY THE COMPANY.

         The Company shall give prompt written notice to a Responsible Officer
of any fact known to the Company that would prohibit the making of any payment
of monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article XV. Notwithstanding the provisions of this Article XV
or any other provision of this Indenture or any Additional Provisions, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article XV, unless
and until a Responsible Officer shall have received written notice thereof from
the Company or a holder or holders of Senior Indebtedness or Other Financial
Obligations or from any trustee therefor; and before the receipt of any such
written notice, the Trustee, subject to the provisions of Article VI of this
Indenture, shall be entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received the notice
provided for in this Section 15.06 at least two Business Days prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if
any) or interest on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be



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<PAGE>   65

affected by any notice to the contrary that may be received by it within two
Business Days prior to such date.

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

         SECTION 15.07. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS
AND OTHER FINANCIAL OBLIGATIONS.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XV in respect of any Senior Indebtedness or
Other Financial Obligations at any time held by it, to the same extent as any
other holder of Senior Indebtedness or Other Financial Obligations, and nothing
in this Indenture or any Additional Provisions shall deprive the Trustee of any
of its rights as such holder.

         Nothing in this Article XV shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.06.

         With respect to the holders of Senior Indebtedness or Other Financial
Obligations of the Company, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this
Article XV, and no implied covenants or obligations with respect to the holders
of such Senior Indebtedness or Other Financial Obligations shall be read into
this Indenture or any Additional Provisions against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of such Senior
Indebtedness or Other Financial Obligations and, subject to the provisions of
Article VI of this Indenture, the Trustee shall not be liable to any holder of
such Senior Indebtedness or Other Financial Obligations if it shall pay over or
deliver to Securityholders, the Company or any other Person money or assets to
which any holder of such Senior Indebtedness or Other Financial Obligations
shall be entitled by virtue of this Article XV or otherwise.

         SECTION 15.08. SUBORDINATION MAY NOT BE IMPAIRED.

         No right of any present or future holder of any Senior Indebtedness or
Other Financial Obligations of the Company to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company, as the case



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may be, or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company, as the case may be, with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
that any such holder may have or otherwise be charged with.

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



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         The Bank of New York hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

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



[Seal]                                 FLEETBOSTON FINANCIAL CORPORATION
Attest:

/s/ Janice B. Liva                     By: /s/ Douglas L. Jacobs
-------------------------------------     -------------------------------------
Name: Janice B. Liva                      Name: Douglas L. Jacobs
Title:  Assistant Secretary               Title: Senior Vice President and
                                                 Treasurer



                                       THE BANK OF NEW YORK,
                                       as Trustee


                                       By: /s/ Michael Culhane
                                          --------------------------------------
                                          Name: Michael Culhane
                                          Title:  Vice President


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<PAGE>   68


STATE OF MASSACHUSETTS     )
COUNTY OF SUFFOLK          )     ss.:

On the 29th day of June, 2000 before me personally came Douglas L. Jacobs, to me
known, who, being by me duly sworn, did depose and say that he resides in
Providence, Rhode Island; that he is Senior Vice President and Treasurer of
FleetBoston Financial Corporation, one of the corporations described in and
which executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the 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/ Patrick D. Gannon
----------------------------------------
Notary Public

[seal] Commission expires: October 11, 2002






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