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                                                                     EXHIBIT 4.2

                     John Hancock Financial Services, Inc.

                                      to

                           The Chase Manhattan Bank,

                                  as Trustee




                                   Indenture

                         Dated as of ___________, 200_

                         Subordinated Debt Securities
<PAGE>

<TABLE>
<S>                                                                                     <C>
ARTICLE ONE          DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...........  1

     SECTION 101.       Definitions....................................................  1

     SECTION 102.       Compliance Certificates and Opinions........................... 12

     SECTION 103.       Form of Documents Delivered to Trustee......................... 12

     SECTION 104.       Acts of Holders................................................ 13

     SECTION 105.       Notices, etc., the Trustee and Company......................... 15

     SECTION 106.       Notice to Holders; Waiver...................................... 16

     SECTION 107.       Effect of Headings and Table of Contents....................... 17

     SECTION 108.       Successors and Assigns......................................... 17

     SECTION 109.       Separability Clause............................................ 17

     SECTION 110.       Benefits of Indenture.......................................... 17

     SECTION 111.       No Personal Liability.......................................... 17

     SECTION 112.       Governing Law.................................................. 17

     SECTION 113.       Legal Holidays................................................. 18

ARTICLE TWO          SECURITIES FORMS.................................................. 18

     SECTION 201.       Forms of Securities............................................ 18

     SECTION 202.       Form of Trustee's Certificate of Authentication................ 19

     SECTION 203.       Securities Issuable in Global Form............................. 19

ARTICLE THREE        THE SECURITIES.................................................... 20

     SECTION 301.       Amount Unlimited; Issuable in Series........................... 20

     SECTION 302.       Denominations.................................................. 24

     SECTION 303.       Execution, Authentication, Delivery and Dating................. 24

     SECTION 304.       Temporary Securities........................................... 26

     SECTION 305.       Registration, Registration of Transfer and Exchange............ 29

     SECTION 306.       Mutilated, Destroyed, Lost and Stolen Securities............... 32

     SECTION 307.       Payment of Interest; Interest Rights Preserved................. 33

     SECTION 308.       Persons Deemed Owners.......................................... 35

     SECTION 309.       Cancellation................................................... 36

     SECTION 310.       Computation of Interest........................................ 36

     SECTION 311.       CUSIP Numbers.................................................. 36

     SECTION 312.       Deferrals of Interest Payment Dates............................ 37

     SECTION 313.       Right of Set-Off............................................... 38
</TABLE>
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<TABLE>
<S>                                                                                                              <C>
     SECTION 314.       Agreed Tax Treatment.................................................................... 38

     SECTION 315.       Shortening of Stated Maturity........................................................... 38

ARTICLE FOUR         SATISFACTION AND DISCHARGE................................................................. 39

     SECTION 401.       Satisfaction and Discharge of Indenture................................................. 39

     SECTION 402.       Application of Trust Funds.............................................................. 40

ARTICLE FIVE         REMEDIES................................................................................... 41

     SECTION 501.       Events of Default....................................................................... 41

     SECTION 502.       Acceleration of Maturity; Rescission and Annulment...................................... 42

     SECTION 503.       Collection of Indebtedness and Suits for Enforcement by Trustee......................... 43

     SECTION 504.       Trustee May File Proofs of Claim........................................................ 44

     SECTION 505.       Trustee May Enforce Claims Without Possession of Securities or Coupons.................. 45

     SECTION 506.       Application of Money Collected.......................................................... 45

     SECTION 507.       Limitation on Suits..................................................................... 46

     SECTION 508.       Unconditional Right of Holders to Receive Principal, Premium or Make-Whole
                        Amount, if any, Interest and Additional Amounts......................................... 46

     SECTION 509.       Restoration of Rights and Remedies...................................................... 46

     SECTION 510.       Rights and Remedies Cumulative.......................................................... 47

     SECTION 511.       Delay or Omission Not Waiver............................................................ 47

     SECTION 512.       Control by Holders of Securities........................................................ 47

     SECTION 513.       Waiver of Past Defaults................................................................. 47

     SECTION 514.       Waiver of Stay, Usury or Extension Laws................................................. 48

     SECTION 515.       Undertaking for Costs................................................................... 48

ARTICLE SIX          THE TRUSTEE................................................................................ 49

     SECTION 601.       Notice of Defaults...................................................................... 49

     SECTION 602.       Certain Duties, Responsibilities and Rights of Trustee.................................. 49

     SECTION 603.       Not Responsible for Recitals or Issuance of Securities.................................. 51

     SECTION 604.       May Hold Securities..................................................................... 51

     SECTION 605.       Money Held in Trust..................................................................... 51

     SECTION 606.       Compensation and Reimbursement.......................................................... 51

     SECTION 607.       Corporate Trustee Required; Eligibility................................................. 52

     SECTION 608.       Resignation and Removal; Appointment of Successor....................................... 52
</TABLE>
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<TABLE>
<S>                                                                                                                         <C>
    SECTION 609.        Acceptance of Appointment By Successor............................................................. 54

    SECTION 610.        Merger, Conversion, Consolidation or Succession to Business........................................ 55

    SECTION 611.        Appointment of Authenticating Agent................................................................ 55

    SECTION 612.        Certain Duties and Responsibilities................................................................ 57

    SECTION 613.        Conflicting Interests.............................................................................. 57

    SECTION 614.        Preferential Collection of Claims Against Company.................................................. 57

ARTICLE SEVEN        HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..................................................... 57

    SECTION 701.        Disclosure of Names and Addresses of Holders....................................................... 57

    SECTION 702.        Reports by Trustee................................................................................. 57

    SECTION 703.        Reports by Company................................................................................. 58

    SECTION 704.        Company to Furnish Trustee Names and Addresses of Holders.......................................... 58

ARTICLE EIGHT        CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE...................................................... 59

    SECTION 801.        Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted
                        Subject to Certain Conditions...................................................................... 59

    SECTION 802.        Rights and Duties of Successor Corporation......................................................... 59

    SECTION 803.        Officers' Certificate and Opinion of Counsel....................................................... 60

ARTICLE NINE         SUPPLEMENTAL INDENTURES............................................................................... 60

    SECTION 901.        Supplemental Indentures Without Consent of Holders................................................. 60

    SECTION 902.        Supplemental Indentures With Consent of Holders.................................................... 62

    SECTION 903.        Execution of Supplemental Indentures............................................................... 63

    SECTION 904.        Effect of Supplemental Indentures.................................................................. 63

    SECTION 905.        Conformity with Trust Indenture Act................................................................ 63

    SECTION 906.        Reference in Securities to Supplemental Indentures................................................. 63

    SECTION 907.        Notice of Supplemental Indentures.................................................................. 64

    SECTION 908.        Subordination Unimpaired........................................................................... 64

ARTICLE TEN          COVENANTS............................................................................................. 64

    SECTION 1001.       Payment of Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts........ 64

    SECTION 1002.       Maintenance of Office or Agency.................................................................... 64

    SECTION 1003.       Money for Securities Payments to Be Held in Trust.................................................. 66
</TABLE>
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<TABLE>
<S>                                                                                                                   <C>
    SECTION 1004.       Existence...................................................................................  67

    SECTION 1005.       Payment of Taxes and Other Claims...........................................................  67

    SECTION 1006.       [Reserved]..................................................................................  68

    SECTION 1007.       Statement as to Compliance..................................................................  68

    SECTION 1008.       Additional Amounts..........................................................................  68

    SECTION 1009.       Waiver of Certain Covenants.................................................................  69

    SECTION 1010.       Additional Sums.............................................................................  70

    SECTION 1011.       Original Issue Discount.....................................................................  70

ARTICLE ELEVEN       REDEMPTION OF SECURITIES.......................................................................  71

    SECTION 1101.       Applicability of Article....................................................................  70

    SECTION 1102.       Election to Redeem; Notice to Trustee.......................................................  71

    SECTION 1103.       Selection by Trustee of Securities to Be Redeemed...........................................  71

    SECTION 1104.       Notice of Redemption........................................................................  72

    SECTION 1105.       Deposit of Redemption Price.................................................................  73

    SECTION 1106.       Securities Payable on Redemption Date.......................................................  73

    SECTION 1107.       Securities Redeemed in Part.................................................................  74

    SECTION 1108.       Right of Redemption of Securities Initially Issued to a Hancock Trust.......................  75

ARTICLE TWELVE       SINKING FUNDS..................................................................................  75

    SECTION 1201.       Applicability of Article....................................................................  75

    SECTION 1202.       Satisfaction of Sinking Fund Payments with Securities.......................................  75

    SECTION 1203.       Redemption of Securities for Sinking Fund...................................................  75

ARTICLE THIRTEEN     REPAYMENT AT THE OPTION OF HOLDERS.............................................................  76

    SECTION 1301.       Applicability of Article....................................................................  76

    SECTION 1302.       Repayment of Securities.....................................................................  76

    SECTION 1303.       Exercise of Option..........................................................................  76

    SECTION 1304.       When Securities Presented for Repayment Become Due and Payable..............................  77

    SECTION 1305.       Securities Repaid in Part...................................................................  78

ARTICLE FOURTEEN     DEFEASANCE AND COVENANT DEFEASANCE.............................................................  78

    SECTION 1401.       Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance......  78

    SECTION 1402.       Defeasance and Discharge....................................................................  79
</TABLE>
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<TABLE>
<S>                                                                                                                           <C>
    SECTION 1403.        Covenant Defeasance................................................................................. 79

    SECTION 1404.        Conditions to Defeasance or Covenant Defeasance..................................................... 80

    SECTION 1405.        Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions...... 81

    SECTION 1406.        Reinstatement....................................................................................... 82

ARTICLE FIFTEEN      MEETINGS OF HOLDERS OF SECURITIES....................................................................... 83

    SECTION 1501.        Purposes for Which Meetings May Be Called........................................................... 83

    SECTION 1502.        Call, Notice and Place of Meetings.................................................................. 83

    SECTION 1503.        Persons Entitled to Vote at Meetings................................................................ 83

    SECTION 1504.        Quorum; Action...................................................................................... 83

    SECTION 1505.        Determination of Voting Rights; Conduct and Adjournment of Meetings................................. 85

    SECTION 1506.        Counting Votes and Recording Action of Meetings..................................................... 85

    SECTION 1507.        Evidence of Action Taken by Holders................................................................. 86

    SECTION 1508.        Proof of Execution of Instruments................................................................... 86

ARTICLE SIXTEEN      CONVERSION OR EXCHANGE OF SECURITIES.................................................................... 86

    SECTION 1601.        Applicability of Article............................................................................ 86

    SECTION 1602.        Election to Exchange; Notice to Trustee and Holders................................................. 86

    SECTION 1603.        No Fractional Shares................................................................................ 87

    SECTION 1604.        Adjustment of Exchange Rate......................................................................... 87

    SECTION 1605.        Payment of Certain Taxes Upon Exchange.............................................................. 88

    SECTION 1606.        Shares Free and Clear............................................................................... 88

    SECTION 1607.        Cancellation of Security............................................................................ 88

    SECTION 1608.        Duties of Trustee Regarding Exchange................................................................ 88

    SECTION 1609.        Repayment of Certain Funds Upon Exchange............................................................ 89

    SECTION 1610.        Exercise of Conversion Privilege.................................................................... 89

    SECTION 1611.        Effect of Consolidation or Merger on Conversion Privilege........................................... 90

ARTICLE SEVENTEEN    SUBORDINATION........................................................................................... 91

    SECTION 1701.        Agreement to Subordinate............................................................................ 91

    SECTION 1702.        Liquidation Dissolution; Bankruptcy................................................................. 92

    SECTION 1703.        Default on Senior Debt.............................................................................. 93

    SECTION 1704.        Acceleration of Securities.......................................................................... 93

    SECTION 1705.        When Distribution Must Be Paid Over................................................................. 94
</TABLE>
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<TABLE>
    <S>                                                                                          <C>
    SECTION 1706.    Notice by Company.........................................................  94

    SECTION 1707.    Subrogation...............................................................  94

    SECTION 1708.    Relative Rights...........................................................  94

    SECTION 1709.    Subordination May Not Be Impaired By Company..............................  95

    SECTION 1710.    Distribution or Notice to Representative..................................  95

    SECTION 1711.    Rights of Trustee and Paying Agent........................................  95

    SECTION 1712.    Payment Permitted in Certain Situations...................................  95

    SECTION 1713.    Trustee to Effectuate Subordination.......................................  96

    SECTION 1714.    Reliance on Judicial Order or Certificate of Liquidating Agent............  96

    SECTION 1715.    Article Applicable to Paying Agents.......................................  96
</TABLE>
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                     John Hancock Financial Services, Inc.

                         ____________________________

Reconciliation and tie between the Trust Indenture Act of 1939, as amended, and
Indenture, dated as of ___________, 200_.


Trust Indenture Act Section                  Indenture Section
---------------------------                  -----------------

    Section 310(a)(1)                               607
    Section 310(a)(2)                               607
    Section 310(b)                                  608
    Section 312(c)                                  701
    Section 314(a)                                  703
    Section 314(a)(4)                              1007
    Section 314(c)(1)                               102
    Section 314(c)(2)                               102
    Section 314(e)                                  102
    Section 315(b)                                  601
    Section 316(a)(last sentence)                   101 ("Outstanding")
    Section 316(a)(1)(A)                            502, 512
    Section 316(a)(1)(B)                            513
    Section 316(b)                                  508
    Section 317(a)(1)                               503
    Section 317(a)(2)                               504
    Section 318(a)                                  112
    Section 318(c)                                  112


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

Attention should also be directed to Section 318(c) of the Trust Indenture Act,
which provides that the provisions of Section 310 through and including Section
317 of the Trust Indenture Act are a part of and govern every qualified
indenture, whether or not physically contained therein.
<PAGE>

                                   INDENTURE

     INDENTURE, dated as of _____, 200_, between JOHN HANCOCK FINANCIAL
SERVICES, INC., a Delaware corporation (hereinafter called the "Company"),
                                                                -------
having its principal office at John Hancock Place, 200 Clarendon Street, Boston,
Massachusetts 02117 and THE CHASE MANHATTAN BANK, a New York banking
corporation, as trustee hereunder (hereinafter called the "Trustee"), having its
                                                           -------
office at 450 West 33rd Street, 15th Floor, New York, New York 10001.

                            RECITALS OF THE COMPANY

     The Company deems it necessary to issue from time to time for its lawful
purposes subordinated debt securities (hereinafter called the "Securities")
                                                               ----------
evidencing its unsecured and subordinated indebtedness, and has duly authorized
the execution and delivery of this Indenture to provide for the issuance from
time to time of the Securities, unlimited as to aggregate principal amount, to
bear interest at the rates or formulas, to mature at such times and to have such
other provisions as shall be fixed therefor as hereinafter provided.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 101.   Definitions.
                    -----------

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

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

     (2)  all other terms used herein which are defined in the Trust Indenture
          Act, either directly or by reference therein, have the meanings
          assigned to them therein, and the terms "cash transaction" and "self-
          liquidating paper," as used in Section 311 of the Trust Indenture Act,
          shall have the meanings assigned to them in the rules of the SEC
          adopted under the Trust Indenture Act; all accounting terms not
          otherwise defined herein have the meanings assigned to them in
          accordance with generally accepted accounting principles; and
<PAGE>

     (3)  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.

     (4)  Certain terms, used principally in Article Three, Article Five,
          Article Six and Article Ten, are defined in those Articles. In
          addition, the following terms shall have the indicated respective
          meanings:

     "Act" has the meaning specified in Section 104.

     "Additional Amounts" means any additional amounts which are required by a
Security, under circumstances specified therein, to be paid by the Company in
respect of certain taxes imposed on certain Holders and which are owing to such
Holders in order that they receive the amount they would have received as if
such taxes had not been imposed.

     "Additional Interest" means the interest, if any, that shall accrue on any
interest on the Securities of any series, the payment of which has not been made
on the applicable Interest Payment Date and which shall accrue at the annual
rate specified or determined as specified in such Security.

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

     "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 611.

     "Authorized Newspaper" means a newspaper, printed in the English language
or in an official language of the country of publication, customarily published
on each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in each place in connection with which the
term is used or in the financial community of each such place.  Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

     "Bankruptcy Law" has the meaning specified in Section 501.

     "Bearer Security" means a Security issued hereunder which is payable to
bearer.

     "Board of Directors" means the board of directors of the Company, the
executive committee or any other committee or director of the board of directors
of the Company duly authorized to act for it in respect hereof.

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

                                       2
<PAGE>

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

     "Business Day", when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
301, any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions in that Place of Payment or particular
location are authorized or required by law, regulation or executive order to
close.

     "Clearstream, Luxembourg", means Clearstream Banking, societe anonyme, or
its successor.

     "Common Depository" has the meaning specified in Section 304(b).

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

     "Company Request" and "Company Order" mean a written request or order,
respectively, signed in the name of the Company by the Chairman, the Chief
Executive Officer, the President, the Chief Financial Officer, or any Executive
Vice President of the Company, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

     "Conversion Event" means the cessation of use of (i) a Foreign Currency
(other than as otherwise provided with respect to a Security pursuant to Section
301) as provided by the government of the country which issued such currency and
for the settlement of transactions by a central bank or other public
institutions of or within the international banking community or (ii) any
currency unit (or composite currency) for the purposes for which it was
established.

     "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 450 West 33rd Street, New York,
New York 10001, or at any other time at such other address as the Trustee may
designate from time to time by notice to the Holders.

     "Corporation" includes corporations, associations, companies and business
trusts.

     "Coupon" means any interest coupon appertaining to a Bearer Security.

     "Custodian" has the meaning set forth in Section 501.

     "Debt" means the principal, premium, if any, unpaid interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for post-filing
interest is allowed in such proceeding), fees, charges, expenses, reimbursement
and indemnification obligations, and all other amounts payable under or in
respect of the following indebtedness of the Company, whether any such
indebtedness exists as of the date of the Indenture or is created, incurred,
assumed or guaranteed after such date:

                                       3
<PAGE>

     (1)  any debt (a) for money borrowed, or (b) evidenced by a bond, note,
          debenture, or similar instrument (including purchase money
          obligations), whether or not given in connection with the acquisition
          of any business, property or assets, whether by purchase, merger,
          consolidation or otherwise, but shall not include any account payable
          or other obligation created or assumed in the ordinary course of
          business in connection with the obtaining of materials or services, or
          (c) which is a direct or indirect obligation that arises as a result
          of banker's acceptances or bank letters of credit issued to secure
          obligations of the Company, or to secure the payment of revenue bonds
          issued for the benefit of the Company, whether contingent or
          otherwise;

     (2)  any debt of others described in the preceding clause (i) that the
          Company has guaranteed or for which it is otherwise liable;

     (3)  indebtedness secured by any mortgage, pledge, lien, charge,
          encumbrance or any security interest existing on property owned by the
          Company;

     (4)  the obligation of the Company, as lessee under any lease of property
          that is or is required to be reflected on the Company's balance sheet
          as a capitalized lease in accordance with GAAP; and

     (5)  any deferral, amendment, renewal, extension, supplement, modification
          or refunding of any liability of the kind described in any of the
          preceding clauses (1), (2), (3) and (4);

provided, however, that, in computing indebtedness of the Company, there shall
be excluded any particular indebtedness if, (i) upon or prior to the maturity
thereof, there shall have been deposited with an unaffiliated depository in
trust money (or evidence of indebtedness if permitted by the instrument creating
such indebtedness) in the necessary amount to pay, redeem or satisfy such
indebtedness as it becomes due (or, if applicable, as it may be redeemed prior
to its stated maturity in accordance with the terms, if any, regarding early
redemption set forth in the instrument governing such indebtedness), and the
amount so deposited shall not be included in any computation of the assets of
the Company and (ii) prior to such deposit the Company shall deliver an
Officers' Certificate to the Trustee which shall certify that such amount has
been so deposited with an unaffiliated depository.

     "default", for the purposes of Section 601, shall have the meaning ascribed
to such term in Section 601.

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

     "Depository", when used with respect to the Securities of or within any
series issuable or issued in whole or in part in global form, means the Person
designated as depository by the Company pursuant to Section 301 until a
successor Depository shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person

                                       4
<PAGE>

which is then a Depository hereunder, and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

     "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for payment of public and private debts.

     "DTC" means The Depository Trust Company.

     "Euroclear" means Euroclear Bank S.A./N.V., or its successor, as operator
of the Euroclear System.

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

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder by the SEC.

     "Exchange Rate Agent" unless otherwise specified with respect to Securities
of or within any series pursuant to Section 301, means a bank designated as such
in accordance with Section 301 (which may include any such bank acting as
Trustee).

     "Exchange Rate Officer's Certificate" means a certificate in the form
attached as Exhibit B setting forth (i) the applicable market exchange rate or
            ---------
the applicable bid quotation and (ii) the Dollar or Foreign Currency amounts of
principal (and premium, if any) and interest, if any (on an aggregate basis and
on the basis of a Security having the lowest denomination principal amount in
the relevant currency or currency unit), payable with respect to a Security of
any series on the basis of such market exchange rate or the applicable bid
quotation, signed by the Chief Financial Officer, Treasurer, or any Vice
President of the Company.

     "Expiration Date" means any date designated as such pursuant to Section
104(h) hereof.

     "Foreign Currency" means any currency, currency unit or composite currency
(including the euro) issued by the government of one or more countries other
than the United States of America or by any recognized confederation or
association of such governments.

     "GAAP" means generally accepted accounting principles as used in the United
States applied on a consistent basis as in effect from time to time; provided
that solely for purposes of any calculation required by the financial covenants
contained herein, "GAAP" shall mean generally accepted accounting principles as
used in the United States on the date hereof, applied on a consistent basis.

     "Government Obligations" means securities that are (i) direct obligations
of the United States of America or, if specified as contemplated by Section 301,
the government that issued the Foreign Currency in which the Securities of a
particular series are payable, 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 or,
if specified as contemplated by Section 301, the government that issued the
Foreign Currency in which the Securities of such series are payable, the payment
of which is unconditionally guaranteed as a

                                       5
<PAGE>

full faith and credit obligation by the United States of America or such other
government, which, in either case, are not callable or redeemable at the option
of the issuer thereof, and shall also include a depository receipt issued by a
bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such
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 Government Obligation or the specific payment of interest on or principal of
the Government Obligation evidenced by such depository receipt.

     "Hancock Trust" means one or more business trusts, partnerships or limited
liability companies created by the Company for the purpose of issuing undivided
beneficial interests therein in connection with the purchase of Securities under
any indenture.

     "Holder" means, in the case of a Registered Security, the Person in whose
name a Security is registered in the Security Register and, in the case of a
Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall
include the terms of particular series of Securities established as contemplated
by Section 301; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument, "Indenture" shall mean, with respect to
any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

     "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

     "interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, shall mean interest
payable after Maturity, and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1008, includes such
Additional Amounts.

     "Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

                                       6
<PAGE>

     "Make-Whole Amount" means the amount, if any, in addition to principal that
is required by a Security, under the terms and conditions specified therein or
as otherwise specified as contemplated by Section 301, to be paid by the Company
to the Holder thereof in connection with any optional redemption or accelerated
payment of such Security.

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

     "Notice of Default" has the meaning provided in Section 501(4) of this
Indenture.

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

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel reasonably satisfactory
to the Trustee.

     "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

     (1)  Securities theretofore canceled by the Trustee or delivered to the
          Trustee for cancellation;

     (2)  Securities, or portions thereof, for whose payment or redemption or
          repayment at the option of the Holder money in the necessary amount
          and the required currency has been theretofore deposited with the
          Trustee or any Paying Agent (other than the Company) in trust or set
          aside and segregated in trust by the Company (if the Company shall act
          as its own Paying Agent) for the Holders of such Securities and any
          coupons appertaining thereto; provided that, if such Securities are to
          be redeemed, notice of such redemption has been duly given pursuant to
          this Indenture or other provision therefor satisfactory to the Trustee
          has been made;

     (3)  Securities, except solely to the extent provided in Sections 1402 or
          1403, as applicable, with respect to which the Company has effected
          defeasance and/or covenant defeasance as provided in Article Fourteen;

     (4)  Securities which have been paid pursuant to Section 306 or in exchange
          for or in lieu of which other Securities have been authenticated and
          delivered pursuant to this Indenture, other than any such Securities
          in respect of which there shall have been presented to the Trustee
          proof satisfactory to it that such Securities are held by a bona fide
          purchaser in whose hands such Securities are valid obligations of

                                       7
<PAGE>

          the Company; and

     (5)  Securities converted or exchanged into other securities or property of
          the Company pursuant to or in accordance with this Indenture if the
          terms of such Securities provide for convertibility or exchange
          pursuant to Section 301; provided, however, that in determining
          whether the Holders of the requisite principal amount of the
          Outstanding Securities have given any request, demand, authorization,
          direction, notice, consent or waiver hereunder or are present at a
          meeting of Holders for quorum purposes, and for the purpose of making
          the calculations required by Section 313 of the Trust Indenture Act,
          (i) the principal amount of an Original Issue Discount Security that
          may be counted in making such determination or calculation and that
          shall be deemed to be Outstanding for such purpose shall be equal to
          the amount of principal thereof that would be (or shall have been
          declared to be) due and payable, at the time of such determination,
          upon a declaration of acceleration of the maturity thereof pursuant to
          Section 502, (ii) the principal amount of any Security denominated in
          a Foreign Currency that may be counted in making such determination or
          calculation and that shall be deemed Outstanding for such purpose
          shall be equal to the Dollar equivalent, determined pursuant to
          Section 301 as of the date such Security is originally issued by the
          Company as set forth in an Exchange Rate Officer's Certificate
          delivered to the Trustee, of the principal amount (or, in the case of
          an Original Issue Discount Security, the Dollar equivalent as of such
          date of original issuance of the amount determined as provided in
          clause (1) above) of such Security, (iii) the principal amount of any
          Indexed Security that may be counted in making such determination or
          calculation and that shall be deemed outstanding for such purpose
          shall be equal to the principal face amount of such Indexed Security
          at original issuance, unless otherwise provided with respect to such
          Indexed Security pursuant to Section 301, and (iv) Securities owned by
          the Company or any other obligor upon the Securities or any Affiliate
          of the Company or of such other obligor shall be disregarded and
          deemed not to be Outstanding, except that, in determining whether the
          Trustee shall be protected in making such calculation or in relying
          upon any such request, demand, authorization, direction, notice,
          consent or waiver, only Securities which a Responsible Officer of the
          Trustee actually knows to be so owned shall be so disregarded.
          Securities so owned which have been pledged in good faith may be
          regarded as Outstanding if the pledgee establishes to the satisfaction
          of the Trustee the pledgee's right so to act with respect to such
          Securities and that the pledgee is not the Company or any other
          obligor upon the Securities or any Affiliate of the Company or of such
          other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium or Make-Whole Amount, if any), interest or any other
payments on any Securities, or coupons on behalf of the Company, or if no such
Person is authorized, the Company.

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

                                       8
<PAGE>

     "Place of Payment", when used with respect to the Securities of or within
any series means the place or places where the principal of (and premium or
Make-Whole Amount, if any), interest and any other payment on such Securities
are payable as specified as contemplated by Sections 301 and 1002.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

     "Redemption Date", when used with respect to any Security to be redeemed in
whole or in part, means the date fixed for such redemption by or pursuant to
this Indenture.

     "Redemption Price", when used with respect to any Security to be redeemed
in whole or in part, means the price at which it is to be redeemed pursuant to
this Indenture.

     "Registered Security" means any Security which is registered in the
Security Register.

     "Regular Record Date" for the installment of interest payable on any
Interest Payment Date on the Registered Securities of or within any series means
the date specified for that purpose as contemplated by Section 301, whether or
not a Business Day.

     "Repayment Date", when used with respect to any Security to be repaid or
repurchased at the option of the Holder, means the date fixed for such repayment
or repurchase by or pursuant to this Indenture.

     "Repayment Price", when used with respect to any Security to be repaid or
purchased at the option of the Holder, means the price at which it is to be
repaid or repurchased pursuant to this Indenture.

     "Responsible Officer" means, with respect to the Trustee, any officer
within the Corporate Trust Office including any vice president, assistant vice
president, managing director, assistant treasurer, secretary, assistant
secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and having
direct responsibility for the administration of this Indenture, and also, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

     "SEC" means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or, if at any time after 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 on such date.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder by the SEC.

                                       9
<PAGE>

     "Security" has the meaning stated in the first recital of this Indenture
and, more particularly, means any Security or Securities authenticated and
delivered under this Indenture; provided, however, that if at any time there is
more than one Person acting as Trustee under this Indenture, "Securities" with
respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of or within any series as to which such
Person is not Trustee.

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

     "Senior Debt" means the principal, premium, if any, unpaid interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceeding), fees, charges,
expenses, reimbursement and indemnification obligations, and all other amounts
payable under or in respect of:

     (1)  Debt, and

     (2)  all obligations to make payment pursuant to the terms of financial
          instruments, such as (x) securities contracts and foreign currency
          exchange contracts, (y) 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 (z) in
          the case of both (x) and (y) above, similar financial instruments, in
          each case, whether any such indebtedness exists as of the date of the
          Indenture or is created, incurred, assumed or guaranteed after such
          date;

provided, however, that, in any event, Senior Debt shall not include:

     (1)  any such indebtedness, obligation or liability referred to in clauses
          (1) through (4) of the definition of Debt as to which, in the
          instrument creating or evidencing the same or pursuant to which the
          same is outstanding, it is provided that such indebtedness, obligation
          or liability is outstanding, it is provided that such indebtedness,
          obligation or liability is not superior in right of payment to the
          Securities, or ranks pari passu with the Securities;

     (2)  the Securities;

     (3)  any Debt of the Company which when incurred and without respect to any
          election under Section 1111(b) of the United States Bankruptcy Code of
          1978, as amended, was without recourse to the Company;

     (4)  Debt to any employee of the Company; and

                                      10
<PAGE>

     (5)  all other junior subordinated debentures issued by the Company from
          time to time and sold to subsidiaries of the Company, including any
          limited liability companies, partnerships or trusts established or to
          be established by the Company, in each case where such subsidiary is
          similar in purpose to a Hancock Trust.

There is no limit on the amount of Senior Debt that the Company may incur.

     "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (within the meaning of Regulation S-X promulgated under the
Securities Act) of the Company. The term Significant Subsidiary shall not
include any Hancock Trust.

     "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.

     "Stated Maturity" means, when used with respect to any Security or any
installment of principal thereof or interest thereon, the date specified in such
Security or a coupon representing such installment of interest as the fixed date
on which the principal of such Security or such installment of principal or
interest is due and payable.

     "Subsidiary" means, with respect to any Person, (a) any corporation or
other entity of which a majority of (i) the voting power of the voting equity
securities or (ii) the outstanding equity interests of which are owned, directly
or indirectly, by such Person or (b) any other Person which is otherwise
controlled by such Person or by one or more other Subsidiaries of such Person or
by such Person and one or more other Subsidiaries of such Person.  For the
purposes of this definition, "voting equity securities" means equity securities
having voting power for the election of directors or other similar entity,
whether at all times or only so long as no senior class of security has such
voting power by reason of any contingency.

     "Tax Event" means the receipt by a Hancock Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of issuance of the
Preferred Securities of such Hancock Trust, there is more than an insubstantial
risk that (i) such Hancock Trust is, or will be within 90 days of the date of
such Opinion of Counsel, subject to United States Federal income tax with
respect to income received or accrued on the corresponding series of Securities
issued by the Company to such Hancock Trust, (ii) interest payable by the
Company or original issue discount on such corresponding series of Securities is
not, or within 90 days of the date of such Opinion of Counsel, will not be,
deductible by the Company, in whole or in part, for United States Federal income
tax purposes, or (iii) such Hancock Trust is, or will be within 90 days of the
date of such Opinion of Counsel, subject to more than a de minimis amount of
other taxes, duties, or other governmental charges.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended and
as in force at the date as of which this Indenture was executed, except as
provided in Section 905.

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

     "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

     "United States person" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any state or
the District of Columbia or an estate or trust the income of which is subject to
United States federal income taxation regardless of its source.

                                      11
<PAGE>

     "Yield to Maturity" means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent predetermination
of interest on such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation principles.

     SECTION 102.   Compliance Certificates and Opinions.
                    -------------------------------------

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

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (excluding certificates delivered
pursuant to Section 1007) shall include:

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

     (2)  a brief statement as to the nature and scope of the examination or
          investigation upon which the statements or opinions contained in such
          certificate or opinion are based;

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

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

     SECTION 103.   Form of Documents Delivered to Trustee.
                    --------------------------------------

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

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the opinion,

                                      12
<PAGE>

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

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

     SECTION 104.   Acts of Holders.
                    ----------------

     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders of
the Outstanding Securities of all series or one or more series, as the case may
be, may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing.  If Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of Securities
of such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, whether in person
or by proxies duly appointed in writing, at any meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record.  Except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company.  Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
                                                  ---
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 612) conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if made in
the manner provided in this Section 104. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.

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

     (c)  The ownership of Registered Securities shall be proved by the Security
Register or by a certificate of the Security Registrar.

                                      13
<PAGE>

     (d)  The ownership of Bearer Securities may be proved by the production of
such Bearer Securities or by a certificate executed, as depository, by any trust
company, bank, banker or other depository, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such person had on deposit with such depository, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory.  The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding.  The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

     (e)  If the Company shall solicit from the Holders of Registered Securities
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, in or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so.  Notwithstanding Section
316(c) of the Trust Indenture Act, such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.

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

     (g)  The Trustee, in its sole discretion, may set any day as a record date
for the purpose of determining the Holders of Outstanding Securities of any
series entitled to join in the giving or making of (i) any Notice of Default,
(ii) any declaration of acceleration referred to in Section 502, (iii) any
request to institute proceedings referred to in Section 507(2), or (iv) any
direction referred to in Section 512, in each case with respect to Securities of
such series.  If any record date is set pursuant to this Section 104(g), the
Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice,

                                      14
<PAGE>

declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company's expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 106.

     (h)  With respect to any record date set pursuant to this Section 104, the
party hereto that sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
 ---------------
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 106, on or prior to the existing Expiration Date.  If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph.  Notwithstanding the foregoing,
no Expiration Date shall be later than the 180th day after the applicable
record date.

     Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents, each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

     SECTION 105.  Notices, etc., the Trustee and Company.
                   --------------------------------------

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

     (1)  the Trustee, by any Holder or by the Company, shall be sufficient for
          every purpose hereunder if made, given, furnished or filed in writing
          to or with the Trustee at its Corporate Trust Office, Attention:
          Institutional Trust Services; and

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

                                      15
<PAGE>

          attention of the Chief Financial Officer with a copy to the General
          Counsel, or at any other address previously furnished in writing to
          the Trustee by the Company.

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

     Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein.  Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

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

     Except as otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, where this Indenture provides
for notice to Holders of Bearer Securities of any event, such notice shall be
sufficiently given if published in an Authorized Newspaper in The City of New
York and in such other city or cities as may be specified in such Securities,
and if the Securities of such series are listed on any stock exchange outside
the United States, in any place at which such Securities are listed on a
securities exchange to the extent that such securities exchange so requires, on
a Business Day, such publication to be not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. Any
such notice shall be deemed to have been given on the date of such publication
or, if published more than once, on the date of the first such publication.

     If by reason of the suspension of publication of any Authorized Newspaper
or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder.  Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

     Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

                                      16
<PAGE>

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

     SECTION 107.  Effect of Headings and Table of Contents.
                   ----------------------------------------

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction or interpretation of this
Indenture.

     SECTION 108.  Successors and Assigns.
                   ----------------------

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

     SECTION 109.  Separability Clause.
                   -------------------

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

     SECTION 110.  Benefits of Indenture.
                   ---------------------

     Nothing in this Indenture or in the Securities or coupons appertaining
thereto, express or implied, shall give to any Person, other than the parties
hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and
their successors hereunder and the Holders any benefit or any legal or equitable
right, remedy or claim under this Indenture.

     SECTION 111.  No Personal Liability.
                   ---------------------

     No recourse under or upon any obligation, covenant or agreement contained
in this Indenture, in any Security or coupon appertaining thereto, or because of
any indebtedness evidenced thereby, shall be had against any promoter, as such,
or against any past, present or future shareholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.

     SECTION 112.  Governing Law.
                   -------------

     This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York.  This Indenture
is subject to the provisions of the Trust Indenture Act that are required or
deemed to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions and any provisions of this Indenture that are not
permitted by the provisions of the Trust Indenture Act shall be deemed to be
deleted or modified

                                      17
<PAGE>

to the extent such provisions are required to be deleted or modified for the
Indenture to be qualified under the Trust Indenture Act.

     SECTION 113.  Legal Holidays.
                   --------------

     In any case where any Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity of any Security or
the last date on which a Holder has the right to convert or exchange a Security
at a particular conversion or exchange price shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or
any Security or coupon other than a provision in the Securities of any series
which specifically states that such provision shall apply in lieu hereof),
payment of interest or any Additional Amounts or principal (and premium or Make-
Whole Amount, if any) need not be made at such Place of Payment on such date,
conversion or exchange need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Repayment Date or sinking fund payment date, or at the Stated
Maturity or Maturity or on such last day for conversion or exchange, provided
that so long as such payment is made on the next succeeding Business Day, no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity or on such last day for conversion or
exchange, as the case may be, to such Business Day.

                                  ARTICLE TWO

                               SECURITIES FORMS

     SECTION 201.  Forms of Securities.
                   -------------------

     The Registered Securities, if any, of each series and the Bearer
Securities, if any, and related coupons of each series, shall be in
substantially the forms established in or pursuant to one or more indentures
supplemental hereto or Board Resolutions, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as the Company may deem appropriate and
as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities may be listed or any Depository therefor, or to conform to usage.  If
temporary Securities of any series are issued as permitted by Section 304, the
form thereof also shall be established as provided in the preceding sentence. If
the forms of Securities and coupons, if any, of any series are established by,
or by action taken pursuant to, a Board Resolution, a copy of the Board
Resolution together with an appropriate record of any such action taken pursuant
thereto, including a copy of the approved form of Securities or coupons, if any,
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 Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

                                      18
<PAGE>

     Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

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

     SECTION 202.  Form of Trustee's Certificate of Authentication.
                   -----------------------------------------------

     Subject to Section 611, the Trustee's certificate of authentication shall
be in substantially the following form:

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

     THE CHASE MANHATTAN BANK, AS TRUSTEE

     By:_______________________
        Authorized Officer

     SECTION 203.  Securities Issuable in Global Form.
                   ----------------------------------

     If Securities of or within a series are issuable in global form as
contemplated by Section 301(16), then, notwithstanding Section 301(8) and the
provisions of Section 302, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities of such series represented thereby may from time to
time be increased or decreased to reflect exchanges.  Any endorsement of a
Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon written instruction given by such Person or
Persons as shall be specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 303 or Section 304.  Subject to the provisions
of Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon written
instructions given by the Person or Persons specified therein or in the
applicable Company Order.

     The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

                                      19
<PAGE>

     Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of and any premium or Make-
Whole Amount and interest on any Security in permanent global form shall be made
to the Person or Persons specified therein.

     Notwithstanding the provisions of Section 308 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent global Security (i) in the case of a
permanent global Security in registered form, the Holder of such permanent
global Security in registered form, or (ii) in the case of a permanent global
Security in bearer form, Euroclear or Clearstream Banking.

                                 ARTICLE THREE

                                THE SECURITIES

     SECTION 301.  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.  There shall be
established in or pursuant to one or more Board Resolutions, or indentures
supplemental hereto, prior to the issuance of Securities of any series, any or
all of the following, as applicable (each of which (except for the matters set
forth in clauses (1), (2) and (15) below), if so provided, may be determined
from time to time by the Company with respect to unissued Securities of or
within the series when issued from time to time):

     (1)  the title of the Securities of or within the series (which shall
          distinguish the Securities of such series from all other series of
          Securities);

     (2)  any limit upon the aggregate principal amount of the Securities of or
          within the series that 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 or within the series pursuant to Section 304, Section
          305, Section 306, Section 906, Section 1107, or Section 1305);

     (3)  the date or dates, or the method by which such date or dates will be
          determined, on which the principal of the Securities of or within the
          series shall be payable and the amount of principal payable thereon;

     (4)  the rate or rates (which may be fixed or variable) at which the
          Securities of or within the series shall bear interest, if any, or the
          method by which such rate or rates shall be determined, the date or
          dates from which such interest shall accrue or the method by which
          such date or dates shall be determined, the Interest Payment Dates on
          which such interest will be payable and the Regular Record Date, if
          any, for the interest payable on any Registered Security on any
          Interest

                                      20
<PAGE>

          Payment Date, or the method by which such date shall be determined,
          and the basis upon which interest shall be calculated if other than
          that of a 360-day year consisting of twelve 30-day months;

     (5)  the place or places, if any, other than or in addition to the City of
          Boston, Massachusetts or the Borough of Manhattan, The City of New
          York, where the principal of (and premium or Make-Whole Amount, if
          any), interest, if any, on, and Additional Amounts, if any, payable in
          respect of, Securities of or within the series shall be payable, any
          Registered Securities of or within the series may be surrendered for
          registration of transfer, exchange or conversion and notices or
          demands to or upon the Company in respect of the Securities of or
          within the series and this Indenture may be served;

     (6)  the period or periods within which, the price or prices (including the
          premium or Make-Whole Amount, if any) at which, the currency or
          currencies, currency unit or units or composite currency or currencies
          in which and other terms and conditions upon which Securities of or
          within the series may be redeemed in whole or in part, at the option
          of the Company, if the Company is to have the option;

     (7)  the obligation, if any, of the Company to redeem, repay or purchase
          Securities of or within the series pursuant to any sinking fund or
          analogous provision or at the option of a Holder thereof, and the
          period or periods within which or the date or dates on which, the
          price or prices at which, the currency or currencies, currency unit or
          units or composite currency or currencies in which, and other terms
          and conditions upon which Securities of or within the series shall be
          redeemed, repaid or purchased, in whole or in part, pursuant to such
          obligation;

     (8)  if other than denominations of $1,000 and any integral multiple
          thereof, the denominations in which any Registered Securities of or
          within the series shall be issuable and, if other than the
          denomination of $5,000 and any integral multiple thereof, the
          denomination or denominations in which any Bearer Securities of or
          within the series shall be issuable;

     (9)  if other than the Trustee, the identity of each Security Registrar
          and/or Paying Agent;

     (10) if other than the principal amount thereof, the portion of the
          principal amount of Securities of or within the series that shall be
          payable upon declaration of acceleration of the maturity thereof
          pursuant to Section 502 or, if applicable, the portion of the
          principal amount of Securities of or within the series that is
          convertible in accordance with the provisions of this Indenture, or
          the method by which such portion shall be determined;

     (11) if other than Dollars, the Foreign Currency or Currencies in which
          payment of the principal of (and premium or Make-Whole Amount, if any)
          or interest or

                                      21
<PAGE>

          Additional Amounts, if any, on the Securities of or within the series
          shall be payable or in which the Securities of or within the series
          shall be denominated;

     (12) whether the amount of payments of principal of (and premium or Make-
          Whole Amount, if any) or interest, if any, on the Securities of or
          within the series may be determined with reference to an index,
          formula or other method (which index, formula or method may be based,
          without limitation, on one or more currencies, currency units,
          composite currencies, commodities, equity indices or other indices),
          and the manner in which such amounts shall be determined;

     (13) whether the principal of (and premium or Make-Whole Amount, if any) or
          interest or Additional Amounts, if any, on the Securities of or within
          the series are to be payable, at the election of the Company or a
          Holder thereof, in a currency or currencies, currency unit or units or
          composite currency or currencies other than that in which such
          Securities are denominated or stated to be payable, the period or
          periods within which, and the terms and conditions upon which, such
          election may be made, and the time and manner of, and identity of the
          Exchange Rate Agent with responsibility for, determining the exchange
          rate between the currency or currencies, currency unit or units or
          composite currency or currencies in which such Securities are
          denominated or stated to be payable and the currency or currencies,
          currency unit or units or composite currency or currencies in which
          such Securities are to be so payable;

     (14) provisions, if any, granting special rights to the Holders of
          Securities of or within the series upon the occurrence of such events
          as may be specified;

     (15) (a) any deletions from, modifications of or additions to the Events of
          Default with respect to Securities of or within the series, whether or
          not such Events of Default are consistent with the Events of Default
          set forth herein and (b) any deletions from, modifications of or
          additions to the covenants of the Company set forth herein with
          respect to the Securities of or within the series, whether or not such
          covenants are consistent with the covenants set forth herein;

     (16) whether Securities of or within the series are to be issuable as
          Registered Securities, Bearer Securities (with or without coupons) or
          both, any restrictions applicable to the offer, sale or delivery of
          Bearer Securities and the terms upon which Bearer Securities of or
          within the series may be exchanged for Registered Securities of or
          within the series and vice versa (if permitted by applicable laws and
          regulations), whether any Securities of or within the series are to be
          issuable initially in temporary global form and whether any Securities
          of or within the series are to be issuable in permanent global form
          (with or without coupons) and, if so, whether beneficial owners of
          interests in any such permanent global Security may exchange such
          interests for Securities of such series and of like tenor of any
          authorized form and denomination and the circumstances under which any
          such exchanges may occur, if other than in the manner provided in
          Section 305, and, if Registered Securities of or within the series are
          to be issuable as a global Security, the identity of the depository
          for such series;

                                      22
<PAGE>

     (17) the date as of which any Bearer Securities of or within the series and
          any temporary global Security representing Outstanding Securities of
          or within the series shall be dated if other than the date of original
          issuance of the first Security of the series to be issued;

     (18) the Person to whom any interest on any Registered Security of the
          series shall be payable, if other than the Person in whose name that
          Security (or one or more Predecessor Securities) is registered at the
          close of business on the Regular Record Date for such interest, the
          manner in which, or the Person to whom, any interest on any Bearer
          Security of the series shall be payable, if otherwise than upon
          presentation and surrender of the coupons appertaining thereto as they
          severally mature, and the extent to which, or the manner in which, any
          interest payable on a temporary global Security on an Interest Payment
          Date will be paid if other than in the manner provided in Section 304;

     (19) the applicability, if any, of the defeasance or covenant defeasance
          provisions described in Article Fourteen;

     (20) if the Securities of such series are to be issuable in definitive form
          (whether upon original issue or upon exchange of a temporary Security
          of such series) only upon receipt of certain certificates or other
          documents or satisfaction of other conditions, then the form and/or
          terms of such certificates, documents or conditions;

     (21) if the Securities of or within the series are to be issued upon the
          exercise of debt warrants, the time, manner and place for such
          Securities to be authenticated and delivered;

     (22) whether and under what circumstances the Company will pay Additional
          Amounts as contemplated by Section 1008 on the Securities of or within
          the series to any Holder who is not a United States person (including
          any modification to the definition of such term) in respect of any
          tax, assessment or governmental charge and, if so, whether the Company
          will have the option to redeem such Securities rather than pay such
          Additional Amounts (and the terms of any such option);

     (23) the obligation, if any, of the Company to permit the Securities of
          such series to be converted into or exchanged for common stock of the
          Company or other securities or property of the Company and the terms
          and conditions upon which such conversion or exchange shall be
          effected (including, without limitation, the initial conversion price
          or rate, the conversion or exchange period, any adjustment of the
          applicable conversion or exchange price or rate and any requirements
          relative to the reservation of such shares for purposes of conversion
          or exchange);

     (24) if convertible or exchangeable, any applicable limitations on the
          ownership or transferability of the securities or property into which
          such Securities are convertible or exchangeable;

                                      23
<PAGE>

     (25) if the principal amount payable at the Stated Maturity of any
          Securities of the series will not be determinable as of any one or
          more dates prior to the Stated Maturity, the amount which shall be
          deemed to be the principal amount of such Securities as of any such
          date for any purpose thereunder or hereunder, including the principal
          amount thereof which shall be due and payable upon any Maturity other
          than the Stated Maturity or which shall be deemed to be Outstanding as
          of any date prior to the Stated Maturity (or, in any such case, the
          manner in which such amount deemed to be the principal amount shall be
          determined); and

     (26) any other terms of the series (which terms shall not be inconsistent
          with the provisions of this Indenture except as permitted by Section
          901(5)).

     All Securities of any one series and the coupons appertaining to any Bearer
Securities of such series, if any, shall be substantially identical except, in
the case of Registered or Bearer Securities issued in global form, as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or in any indenture supplemental hereto.  All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

     If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) 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 Company Order for authentication and delivery of such
Securities.

     SECTION 302.  Denominations.
                   -------------

     The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 301.  With respect to Securities
of any series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of any series, the Registered Securities of such
series, other than Registered Securities issued in global form (which may be of
any denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of such series other than Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $5,000.

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

     The Securities and any coupons appertaining thereto shall be executed on
behalf of the Company by its Chairman, its Chief Executive Officer, its
President, its Chief Financial Officer, its Treasurer, or any Executive Vice
President, under its corporate seal reproduced thereon, and attested by its
Secretary or an Assistant Secretary.  The signature of any of these officers on
the Securities and coupons may be manual or facsimile signatures of the present
or any future such authorized officer and may be imprinted or otherwise
reproduced on the Securities.

     Securities or coupons appertaining thereto bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the

                                      24
<PAGE>

authentication and delivery of such Securities or did not hold such offices at
the date of such Securities or coupons.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupon appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate to Euroclear or Clearstream,
Luxembourg, as the case may be, in the form set forth in Exhibit A-1 to this
                                                         -----------
Indenture or such other certificate as may be specified with respect to any
series of Securities pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Security is delivered and
the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and this
Indenture.  Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and canceled.

     If all of the Securities are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining the terms of particular Securities
of such series, such as interest rate or formula, maturity date, date of
issuance and date from which interest shall accrue.  In authenticating
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 612 and Section 315(a) through Section 315(d) of the Trust
Indenture Act) shall be fully protected in conclusively relying upon:

     (1)  an Opinion of Counsel complying with Section 102 and stating that:

          (A)  the form or forms of such Securities and any coupons have been,
               or will have been upon compliance with such procedures as may be
               specified therein, established in conformity with the provisions
               of this Indenture;

          (B)  the terms of such Securities and any coupons have been, or will
               have been upon compliance with such procedures as may be
               specified therein, established in conformity with the provisions
               of this Indenture; and

          (C)  such Securities, together with any coupons appertaining thereto,
               when completed pursuant to such procedures as may be specified
               therein, and executed and delivered by the Company to the Trustee
               for authentication in accordance with this Indenture,
               authenticated and delivered by the Trustee in accordance with
               this Indenture and issued by the Company in the manner and
               subject to any conditions specified in such Opinion of Counsel,
               will constitute legal, valid and binding obligations of the

                                      25
<PAGE>

               Company, enforceable in accordance with their terms, subject to
               applicable bankruptcy, insolvency, reorganization and other
               similar laws of general applicability relating to or affecting
               the enforcement of creditors' rights generally and to general
               equitable principles and to such other matters as may be
               specified therein; and

     (2)  an Officers' Certificate complying with Section 102 and stating that
          all conditions precedent provided for in this Indenture relating to
          the issuance of such Securities have been, or will have been upon
          compliance with such procedures as may be specified therein, complied
          with and that, to the best of the knowledge of the signers of such
          certificate, no Event of Default with respect to such Securities shall
          have occurred and be continuing.

     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver a Company Order, an Opinion of Counsel or
an Officers' Certificate otherwise required pursuant to the preceding paragraph
at the time of issuance of each Security of such series, but such order, opinion
and certificate, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

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

     Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

     No Security or coupon appertaining thereto shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security or the Security to which such coupon appertains a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.  Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued or sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

     SECTION 304.  Temporary Securities.
                   --------------------

     (a)  Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in

                                      26
<PAGE>

any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, or, if
authorized, in bearer form with one or more coupons or without coupons, and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. In the case of
Securities of any series, such temporary Securities may be in global form.

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay.  After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder.  Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
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 such series.

     (b)  Unless otherwise provided as contemplated in Section 301, this Section
304(b) shall govern the exchange of temporary Securities issued in global form
other than through the facilities of DTC.  If any such temporary Security is
issued in global form, then such temporary global Security shall, unless
otherwise provided therein, be delivered to the London office of a depository or
common depository (the "Common Depository"), for the benefit of Euroclear and
                        -----------------
Clearstream, Luxembourg.

     Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
               -------------
definitive Securities, in an aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company.  On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depository to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of or within the same series of authorized
denominations and of like tenor as the portion of such temporary global Security
to be exchanged.  The definitive Securities to be delivered in exchange for any
such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, unless otherwise specified in such temporary
global Security, upon such presentation by the Common Depository, such temporary
global Security is accompanied by a

                                      27
<PAGE>

certificate dated the Exchange Date or a subsequent date and signed by Euroclear
as to the portion of such temporary global Security, if any, held for its
account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by Clearstream, Luxembourg as to the portion of such
temporary global Security, if any, held for its account then to be exchanged,
each in the form set forth in Exhibit A-2 to this Indenture or in such other
                              -----------
form as may be established pursuant to Section 301; and provided further that
definitive Bearer Securities shall be delivered in exchange for a portion of a
temporary global Security only in compliance with the requirements of Section
303.

     Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs Euroclear or
Clearstream, Luxembourg, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, Luxembourg, as the case may be,
a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
                                       -----------
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear or Clearstream, Luxembourg, the Trustee,
any Authenticating Agent appointed for such series of Securities and each Paying
Agent.  Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such Person
takes delivery of such definitive Securities in person at the offices of
Euroclear or Clearstream, Luxembourg.  Definitive Securities in bearer form to
be delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States.

     Until exchanged in full as hereinabove provided, 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 and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear or Clearstream,
Luxembourg on such Interest Payment Date upon delivery by Euroclear or
Clearstream, Luxembourg to the Trustee of a certificate or certificates in the
form set forth in Exhibit A-2 to this Indenture (or in such other forms as may
                  -----------
be established pursuant to Section 301), for credit without further interest on
or after such Interest Payment Date to the respective accounts of Persons who
are the beneficial owners of such temporary global Security on such Interest
Payment Date and who have each delivered to Euroclear or Clearstream,
Luxembourg, as the case may be, a certificate dated no earlier than 15 days
prior to the Interest Payment Date occurring prior to such Exchange Date in the
form set forth as Exhibit A-1 to this Indenture (or in such other forms as may
                  -----------
be established pursuant to Section 301).  Notwithstanding anything to the
contrary herein contained, the certifications made pursuant to this paragraph
shall satisfy the certification requirements of the preceding two paragraphs of
this Section 304(b) and of the third paragraph of Section 303 of this Indenture
and the interests of the Persons who are the beneficial owners of the temporary
global Security with respect to which such certification was made will be
exchanged for definitive Securities of the same series and of like tenor on the
Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners.

                                      28
<PAGE>

Except as otherwise provided in this paragraph, no payments of principal or
interest owing with respect to a beneficial interest in a temporary global
Security will be made unless and until such interest in such temporary global
Security shall have been exchanged for an interest in a definitive Security. Any
interest so received by Euroclear or Clearstream, Luxembourg and not paid as
herein provided shall be returned to the Trustee prior to the expiration of two
years after such Interest Payment Date in order to be repaid to the Company.

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

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security Register") in which,
                                                  -----------------
subject to such reasonable regulations as it or the Security Registrar may
prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities.  The Security Register
shall be in written form or any other form capable of being converted into
written form within a reasonable time.  The Trustee, at its Corporate Trust
Office, is hereby initially appointed "Security Registrar" for the purpose of
                                       ------------------
registering Registered Securities and transfers of Registered Securities on such
Security Register as herein provided.  In the event that the Trustee shall cease
to be Security Registrar, it shall have the right to examine the Security
Register at all reasonable times and to require that a copy of the Security
Register in written form be delivered to it from time to time as reasonably
requested.  Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Registered Security of any series at any office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions.

     Subject to the provisions of this Section 305, at the option of the Holder,
Registered Securities of any series (not in global form) may be exchanged for
other Registered Securities of the same series, of any authorized denomination
or denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency.  Whenever any such Registered Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Registered Securities which the Holder
making the exchange is entitled to receive.  Unless otherwise specified with
respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.

     If (but only if) permitted as contemplated by Section 301, at the option of
the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Bearer Securities to
be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining.  If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, any such permitted exchange may be effected if the
Bearer Securities are

                                      29
<PAGE>

accompanied by payment in funds acceptable to the Company in an amount equal to
the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the holder making the exchange is
entitled to receive.

     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph.  If the depository for any permanent global
Security is DTC, then, unless the terms of such global Security expressly permit
such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such global Security selected or approved by the Company or to a nominee of such
successor to DTC.  If at any time DTC notifies the Company that it is unwilling
or unable to continue as depository for the applicable global Security or
Securities or if at any time DTC ceases to be a clearing agency registered under
the Exchange Act if so required by applicable law or regulation, the Company
shall appoint a successor depository with respect to such global Security or
Securities.  If (x) a successor depository for such global Security or
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such unwillingness, inability or
ineligibility, (y) an Event of Default has occurred and is continuing and the
beneficial owners representing a majority in principal amount of the applicable
series of Securities represented by such global Security or Securities advise
DTC to cease acting as depository for such global Security or Securities or (z)
the Company, in its sole discretion, determines at any time that all Outstanding
Securities (but not less than all) of any series issued or issuable in the form
of one or more global Securities shall no longer be represented by such global
Security or Securities (provided, however, the Company may not make such
determination during the 40-day restricted period provided by Regulation S under
the Securities Act or during any other similar period during which the
Securities must be held in global form as may be required by the Securities
Act), then the Company shall execute, and the Trustee shall authenticate and
deliver

                                      30
<PAGE>

definitive Securities of like series, rank, tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of such global
Security or Securities. If any beneficial owner of an interest in a permanent
global Security is otherwise entitled to exchange such an interest for
Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged, the
Company shall execute, and the Trustee shall authenticate and deliver definitive
Securities in aggregate principal amount equal to the principal amount of such
beneficial owner's interest in such permanent global Security. On or after the
earliest date on which such interests may be so exchanged, such permanent global
Security shall be surrendered for exchange by DTC or such other depository as
shall be specified in the Company Order with respect thereto to the Trustee, as
the Company's agent for such purpose; provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days before
any selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those selected
for redemption; and provided further that no Bearer Security delivered in
exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. If a Registered
Security is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, Section 906, Section 1107 or Section 1305 not
involving any transfer.

     The Company or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of, or exchange any Security if such Security may
be among those selected for

                                      31
<PAGE>

redemption during a period beginning at the opening of business 15 days before
selection of the Securities to be redeemed under Section 1103 and ending at the
close of business on (A) if such Securities are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B)
if such Securities are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if such Securities are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part,
except, in the case of any Registered Security to be redeemed in part, the
portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of that series and like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption, or (iv)
to issue or to register the transfer or exchange of any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

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

     If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them or any agent of either of them harmless, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.

     If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
coupon, and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
actual notice to the Company or the Trustee that such Security or coupon has
been acquired by a protected purchaser, the Company shall execute and upon the
Company's written request the Trustee shall authenticate and deliver, in lieu of
any such destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new Security of the same series and
principal amount, containing identical terms and provisions and bearing a number
not contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

     Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, with coupons corresponding to coupons, if any,
appertaining to such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or
coupon; provided, however, that payment of principal of (and premium or Make-
Whole Amount, if any), any interest on and any Additional Amounts with respect
to Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, any interest on

                                      32
<PAGE>

Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

     Upon the issuance of any new Security under this Section 306, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Security of any series with its coupons, if any, issued pursuant
to this Section 306 in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its coupons, if any,
or the destroyed, lost or stolen coupon shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series and their
coupons, if any, duly issued hereunder.

     The provisions of this Section 306 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons.

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

     Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, interest on any Registered
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest on any Registered Security may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 308,
to the address of such Person as it appears on the Security Register or (ii)
transfer to an account maintained by the payee located inside the United States.

     Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

     Unless otherwise provided as contemplated by Section 301, every permanent
global Security will provide that interest, if any, payable on any Interest
Payment Date will be paid to DTC, Euroclear and/or Clearstream, Luxembourg, as
the case may be, with respect to that portion of such permanent global Security
held for its account by DTC, Euroclear or Clearstream, Luxembourg, as the case
may be, for the purpose of permitting such party to credit the interest received
by it in respect of such permanent global Security to the accounts of the
beneficial owners thereof.

     In case a Bearer Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or

                                      33
<PAGE>

agency) on the next succeeding Interest Payment Date, such Bearer Security shall
be surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

     Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
                                                           ------------------
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

     (1)  The Company may elect to make payment of any Defaulted Interest to the
          Persons in whose names the Registered Securities of such series (or
          their respective Predecessor Securities) are registered at the close
          of business on a Special Record Date for the payment of such Defaulted
          Interest, which shall be fixed in the following manner. The Company
          shall notify the Trustee in writing of the amount of Defaulted
          Interest proposed to be paid on each Registered Security of such
          series and the date of the proposed payment (which shall not be less
          than 20 days after such notice is received by the Trustee), and at the
          same time the Company shall deposit with the Trustee an amount of
          money in the currency or currencies, currency unit or units or
          composite currency or currencies in which the Securities of such
          series are payable (except as otherwise specified pursuant to Section
          301 for the Securities of such series) 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 on or
          prior to 10:00 am New York time on the date of the proposed payment,
          such money when deposited to be held in trust for the benefit of the
          Persons entitled to such Defaulted Interest as in this clause
          provided. Thereupon the Trustee shall fix a Special Record Date for
          the payment of such Defaulted Interest which shall be not more than 15
          days and not less than 10 days prior to the date of the proposed
          payment and not less than 10 days after the receipt by the Trustee of
          the notice of the proposed payment. The Trustee shall promptly notify
          the Company of such Special Record Date and, in the name and at the
          expense of the Company, shall cause notice of the proposed payment of
          such Defaulted Interest and the Special Record Date therefor to be
          mailed, first-class postage prepaid, to each Holder of Registered
          Securities of such series at his address as it appears in the Security
          Register not less than 10 days prior to such Special Record Date.
          Notice of the proposed payment of such Defaulted Interest and the
          Special Record Date therefor having been mailed as aforesaid, such
          Defaulted Interest shall be paid to the Persons in whose names the
          Registered Securities of such series (or their respective Predecessor
          Securities) are registered at the close of business on such Special
          Record Date and shall no longer be payable pursuant to the following
          clause (2). In case a Bearer Security of any series is surrendered at
          the office or agency in a Place of Payment for such series in exchange
          for a Registered Security of such series after the close of business
          at such office or agency on any Special Record Date and before the
          opening of

                                      34
<PAGE>

          business at such office or agency on the related proposed date for
          payment of Defaulted Interest, such Bearer Security shall be
          surrendered without the coupon relating to such proposed date of
          payment and Defaulted Interest will not be payable on such proposed
          date of payment in respect of the Registered Security issued in
          exchange for such Bearer Security, but will be payable only to the
          Holder of such coupon when due in accordance with the provisions of
          this Indenture.

     (2)  The Company may make payment of any Defaulted Interest on the
          Registered Securities of any series 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 written notice given by the Company to the
          Trustee of the proposed payment pursuant to this clause, such manner
          of payment shall be deemed practicable by the Trustee. Subject to the
          foregoing provisions of this Section 307 and Section 305, each
          Security delivered under this Indenture upon registration of transfer
          of or in exchange for or in lieu of any other Security shall carry the
          rights to interest accrued and unpaid, and to accrue, which were
          carried by such other Security.

     Subject to the provisions of Section 1402 and except as otherwise specified
with respect to a series of Securities in accordance with the provisions of
Section 301, in the case of any Security which is converted or exchanged after
any Regular Record Date and on or prior to the next succeeding Interest Payment
Date (other than any Security, the principal of (or premium, if any, on) which
shall become due and payable, whether at a Stated Maturity or by declaration of
acceleration, call for redemption, or otherwise, prior to such Interest Payment
Date), interest whose Stated Maturity is on such Interest Payment Date shall be
payable on such Interest Payment Date notwithstanding such conversion or
exchange, and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on such Regular
Record Date.  Except as otherwise expressly provided in the immediately
preceding sentence, in the case of any Security which is converted or exchanged,
interest whose Stated Maturity is after the date of conversion or exchange of
such Security shall not be payable.

     SECTION 308.      Persons Deemed Owners.
                       ----------------------

     Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the
owner of such Security for the purpose of receiving payment of principal of (and
premium or Make-Whole Amount, if any), and (subject to Section 305 and Section
307) interest on and Additional Amounts with respect to, such Registered
Security and for all other purposes whatsoever, whether or not such Registered
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

     Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder of any Bearer Security and the Holder of any coupon
as the absolute owner of such Security or

                                      35
<PAGE>

coupon for the purpose of receiving payment thereof or on account thereof and
for all other purposes whatsoever, whether or not such Security or coupon be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

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

     Notwithstanding the foregoing, with respect to any global Security, nothing
herein shall prevent the Company, the Trustee, or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depository, as a Holder, with respect to such
global Security or impair, as between such depository and owners of beneficial
interests in such global Security, the operation of customary practices
governing the exercise of the rights of such depository (or its nominee) as
Holder of such global Security.

     SECTION 309.      Cancellation.
                       -------------

     All Securities and coupons surrendered for payment, redemption, repayment
at the option of the Holder, registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and coupons
and Securities and coupons surrendered directly to the Trustee for any such
purpose shall be promptly canceled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. If the Company shall so
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. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. Canceled Securities and coupons held by the Trustee shall be
destroyed by the Trustee and, if required in writing by the Company, the Trustee
shall deliver a certificate of such destruction to the Company, unless by a
Company Order the Company directs their return to it.

     SECTION 310.      Computation of Interest.
                       ------------------------

     Except as otherwise specified as contemplated by Section 301 with respect
to Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.

     SECTION 311.      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 or other related material as a convenience to Holders; provided
that any such notice or other related material may

                                      36
<PAGE>

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 redemption
or other related material 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.

     SECTION 312.      Deferrals of Interest Payment Dates.
                       -----------------------------------

     If specified as contemplated by Section 201 or Section 301 with respect to
the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, the Company shall have the right, at any time during
the term of such series, from time to time to defer the payment of interest on
such Securities for such period or periods as may be specified as contemplated
by Section 301 (each, an "Extension Period") during which Extension Periods the
                          ----------------
Company shall have the right to make partial payments of interest on any
Interest Payment Date.  No Extension Period shall end on a date other than an
Interest Payment Date.  At the end of any such Extension Period the Company
shall pay all interest then accrued and unpaid on the Securities (together with
Additional Interest thereon, if any, at the rate specified for the Securities of
such series to the extent permitted by applicable law); provided, however, that
no Extension Period shall extend beyond the Stated Maturity of the principal of
the Securities of such series; provided, further, that during any such Extension
Period, the Company shall not, and shall not permit any Subsidiary to, (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's capital
stock, or (ii) make any payment of principal of or interest or premium, if any,
on or repay, repurchase or redeem any debt security of the Company that ranks
pari passu in all respects with or junior in interest to the Securities of such
series or make any guarantee payments with respect to any guarantee by the
Company of the debt securities of any Subsidiary of the Company that by their
terms rank pari passu in all respects with or junior in interest to the
securities of such series (other than (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to any applicable Extension Period,
(b) as a result of any exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's indebtedness for any class or series of the Company's capital
stock, (c) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any stockholder's rights plan, or the issuance of
rights, stock or other property under any stockholder's rights plan, or the
redemption or repurchase of rights pursuant thereto, or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock). Prior to the termination of any such Extension Period,
the Company may further defer the payment of interest, provided that no
Extension Period shall exceed the period or periods specified in such Securities
or extend beyond the Stated Maturity of the principal of such Securities. Upon
termination of any Extension Period and upon the payment of all accrued and

                                      37
<PAGE>

unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period, subject to the
above requirements. No interest shall be due and payable during an Extension
Period, except at the end thereof, but each installment of interest that would
otherwise have been due and payable during such Extension Period shall bear
Additional Interest as and to the extent as may be specified as contemplated by
Section 301. The Company shall give the Trustee prior written notice of its
election to begin any such Extension Period as specified pursuant to Section 301
at least one Business Day prior to the next succeeding Interest Payment Date on
which interest on Securities of such series would be payable but for such
deferral or, with respect to any Securities of a series issued to a Hancock
Trust, so long as any such Securities are held by such Hancock Trust, at least
one Business Day prior to the earlier of (i) the next succeeding date on which
Distributions on the Preferred Securities of such Hancock Trust would be payable
but for such deferral, and (ii) the date on which the Property Trustee of such
Hancock Trust is required to give notice to any securities exchange or other
applicable self-regulatory organization or to holders of such Preferred
Securities of the record date or the date such Distributions are payable.

     The Trustee, at the expense of the Company, shall promptly give notice of
the Company's election to begin any such Extension Period to the Holders of the
Outstanding Securities of such series.

     SECTION 313.      Right of Set-Off.
                       ----------------

     With respect to the Securities of a series issued to a Hancock Trust,
notwithstanding anything to the contrary herein, the Company shall have the
right to set-off any payment it is otherwise required to make thereunder in
respect of any such Security to the extent the Company has theretofore made, or
is concurrently on the date of such payment, making a payment under the Hancock
Guarantee relating to such Security or to a holder of such Security pursuant to
Section 508 hereof.

     SECTION 314.      Agreed Tax Treatment.
                       --------------------

     Each Security issued hereunder shall provide that the Company and, by its
acceptance of a Security or a beneficial interest therein, the Holder of, and
any Person that acquires a beneficial interest in, such Security agree that for
United States Federal, state and local tax purposes it is intended that such
Security constitutes indebtedness of the Company for United States Federal,
state and local tax purposes and, with respect to Securities of a series issued
to a Hancock Trust, to treat Preferred Securities of such Trust (including but
not limited to all payments and proceeds with respect to such Preferred
Securities) as an undivided beneficial ownership interest in the Securities (and
payments and proceeds therefrom, respectively) for United States Federal, state
and local tax purposes. The provisions of this Indenture shall be interpreted to
further this intention and agreement of the parties.

     SECTION 315.      Shortening of Stated Maturity.
                       -----------------------------

     If specified as contemplated by Section 201 or 301 with respect to the
Securities of a particular series, the Company shall have the right to shorten
the Stated Maturity of the principal of the Securities of such series at any
time to any date not earlier than the first date on which the

                                      38
<PAGE>

Company has the right to redeem the Securities of such series. In the event that
the Company elects to shorten the Stated Maturity of the Securities of such
series, it shall give written notice to the Trustee.



                                 ARTICLE FOUR

                          SATISFACTION AND DISCHARGE

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

     This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities specified in such Company Request
(except as to any surviving rights of registration of transfer or exchange of
Securities of such series herein expressly provided for and any right to receive
Additional Amounts, as provided in Section 1008), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series, and any coupons appertaining thereto, when

     (1)       either

               (A)     all Securities of such series theretofore authenticated
                       and delivered and all coupons, if any, appertaining
                       thereto (other than (i) coupons appertaining to Bearer
                       Securities surrendered for exchange for Registered
                       Securities and maturing after such exchange, whose
                       surrender is not required or has been waived as provided
                       in Section 305, (ii) Securities and coupons of such
                       series which have been destroyed, lost or stolen and
                       which have been replaced or paid as provided in Section
                       306, (iii) coupons appertaining to Securities called for
                       redemption and maturing after the relevant Redemption
                       Date, whose surrender has been waived as provided in
                       Section 1106, and (iv) Securities and coupons of such
                       series for whose payment money has theretofore been
                       deposited in trust or segregated and held in trust by the
                       Company and thereafter repaid to the Company or
                       discharged from such trust, as provided in Section 1003)
                       have been delivered to the Trustee for cancellation; or

               (B)     all Securities of such series and, in the case of (i) or
                       (ii) below, any coupons appertaining thereto not
                       theretofore delivered to the Trustee for cancellation

                       (i)    have become due and payable, or

                       (ii)   will become due and payable at their Stated
                              Maturity within one year, or

                       (iii)  if redeemable at the option of the Company, are to
                              be called for redemption within one year under
                              arrangements satisfactory to the

                                      39
<PAGE>

                              Trustee for the giving of notice of redemption by
                              the Trustee in the name, and at the expense, of
                              the Company,

                    and the Company, in the case of (i), (ii) or (iii) above,
                    has irrevocably deposited or caused to be deposited with the
                    Trustee as trust funds in trust for the purpose an amount in
                    the currency or currencies, currency unit or units or
                    composite currency or currencies in which the Securities of
                    such series are payable, sufficient to pay and discharge the
                    entire indebtedness on such Securities and such coupons not
                    theretofore delivered to the Trustee for cancellation, for
                    principal (and premium or Make-Whole Amount, if any) and
                    interest, and Additional Amounts with respect thereto, to
                    the date of such deposit (in the case of Securities which
                    have become due and payable) or the Stated Maturity or
                    Redemption Date, as the case may be;

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section 401, the obligations of
the Trustee under Section 402 and the last paragraph of Section 1003, shall
survive.

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

     SECTION 402.      Application of Trust Funds.
                       ---------------------------

     Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium or
Make-Whole Amount, if any), and any interest and Additional Amounts for whose
payment such money has been deposited with or received by the Trustee, but such
money need not be segregated from other funds except to the extent required by
law.

                                      40
<PAGE>

                                 ARTICLE FIVE

                                   REMEDIES

     SECTION 501.      Events of Default.
                       ------------------

     Subject to any modifications, additions or deletions relating to any series
of Securities as contemplated pursuant to Section 301, "Event of Default,"
                                                        ----------------
wherever used herein with respect to any particular series of Securities, means
any one of the following events (whatever the reason for such Event of Default
and whether or not it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

     (1)   default in the payment of any interest upon or any Additional Amounts
           payable in respect of any Security of or within that series or of any
           coupon appertaining thereto, when such interest, Additional Amounts
           or coupon becomes due and payable, and continuance of such default
           for a period of 30 days; or

     (2)   default in the payment of the principal of (or premium or Make-Whole
           Amount, if any, on) any Security of that series when it becomes due
           and payable at its Maturity; or

     (3)   default in the deposit of any sinking fund payment, if any, when and
           as due by the terms of any Security of that series, and continuance
           of such default for a period of 5 Business Days; or

     (4)   default in the performance, or breach, of any covenant, agreement or
           warranty of the Company in this Indenture with respect to any
           Security of that series (other than (i) a covenant, agreement or
           warranty included in this Indenture solely for the benefit of a
           series of Securities other than such series or (ii) a covenant,
           agreement or warranty a default in whose performance or whose breach
           is elsewhere in this Section 501 specifically dealt with), 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 of that
           series a written notice specifying such default or breach and
           requiring it to be remedied and stating that such notice is a "Notice
                                                                          ------
           of Default" hereunder; or
           ----------

     (5)   the Company pursuant to or within the meaning of any Bankruptcy Law:

           (A)   commences a voluntary case; or

           (B)   consents to the entry of an order for relief against it in an
                 involuntary case; or

           (C)   consents to the appointment of a Custodian of it or for all or
                 substantially all of its property; or

                                      41
<PAGE>

           (D)   makes a general assignment for the benefit of its creditors; or

           (E)   makes an admission in writing of its inability to pay its debts
                 generally as they become due; or

           (F)   takes corporate action in furtherance of any such action; or

     (6)   a court of competent jurisdiction enters an order or decree under any
           Bankruptcy Law that:

           (A)   is for relief against the Company in an involuntary case; or

           (B)   appoints a Custodian of the Company or for all or substantially
                 all of either of its property; or

           (C)   orders the liquidation of the Company; or

           (D)   adjudges the Company bankrupt or insolvent, or approves as
                 properly filed a petition seeking reorganization, arrangement,
                 and adjustment or composition of or in respect of the Company;

           and such order or decree remains unstayed and in effect for 90 days;
           or

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

     As used in this Section 501, the term "Bankruptcy Law" means Title 11, U.S.
                                            --------------
Code or any similar federal or state bankruptcy, insolvency, reorganization or
other law for the relief of debtors and the term "Custodian" means any receiver,
                                                  ---------
trustee, assignee, liquidator or other similar official under any Bankruptcy
Law.

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

     If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of such affected series (voting as a single class) may
declare the principal and premium, if any (or, if any Securities are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
as may be specified in the terms thereof), of, and the Make-Whole Amount, if
any, on, all the Securities of that series to be due and payable immediately, by
a notice in writing to the Company (and to the Trustee if given by the Holders),
and upon any such declaration such principal (and premium, if any) or specified
portion thereof shall become immediately due and payable.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as provided
hereinafter in this Article Five, the Holders of a majority in principal amount
of the Outstanding Securities of that series, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if:

                                      42
<PAGE>

     (1)   the Company has paid or deposited with the Trustee a sum sufficient
           to pay in the currency, currency unit or composite currency in which
           the Securities of such series are payable (except as otherwise
           specified pursuant to Section 301 for the Securities of such series):

           (A)   all overdue installments of interest on and any Additional
                 Amounts payable in respect of all Outstanding Securities of
                 that series and any related coupons;

           (B)   the principal of (and premium or Make-Whole Amount, if any, on)
                 any Outstanding Securities of that series which have become due
                 otherwise than by such declaration of acceleration and interest
                 thereon at the rate or rates borne by or provided for in such
                 Securities;

           (C)   to the extent that payment of such interest is lawful, interest
                 upon overdue installments of interest and any Additional
                 Amounts at the rate or rates borne by or provided for in such
                 Securities; and

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

     (2)   all Events of Default with respect to Securities of that series,
           other than the nonpayment of the principal of (or premium or Make-
           Whole Amount, if any) or interest on Securities of that series which
           have become due solely by such declaration of acceleration, have been
           cured or waived as provided in Section 513.

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

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

     The Company covenants that if:

     (1)   default is made in the payment of any installment of interest or
           Additional Amounts, if any, on any Security of any series and any
           related coupon when such interest or Additional Amount becomes due
           and payable and such default continues for a period of 30 days, or

     (2)   default is made in the payment of the principal of (or premium or
           Make-Whole Amount, if any, on) any Security of any series at its
           Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the whole
amount then due and payable on such Securities for principal (and premium or
Make-Whole Amount, if any) and coupons for interest and Additional Amounts, with
interest upon any overdue principal (and premium or Make-Whole Amount, if any)
and, to the extent that payment of such interest shall be legally

                                      43
<PAGE>

enforceable, upon any overdue installments of interest or Additional Amounts, if
any, at the rate or rates borne by or provided for in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

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

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

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, 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 on the Company for the payment of overdue principal, premium or Make-
Whole Amount, if any, or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise to take any and all actions
authorized under the Trust Indenture Act in order to have any claims of the
Holders and the Trustee allowed in any such proceeding and:

     (1)   to file and prove a claim for the whole amount, or such lesser amount
           as may be provided for in the Securities of such series, of principal
           (and premium or Make-Whole Amount, if any) and interest and
           Additional Amounts, if any, owing and unpaid in respect of the
           Securities and to file such other papers or documents as may be
           necessary or advisable in order to have the claims of the Trustee
           (including any claim for the reasonable compensation, expenses,
           disbursements and advances of the Trustee, its agents and counsel)
           and of the Holders allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and

                                      44
<PAGE>

coupons to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee and any predecessor Trustee, their
agents and counsel, and any other amounts due the Trustee or any predecessor
Trustee under Section 606.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or coupon in any such proceeding; provided, however, that the Trustee
may, only on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' committee or
other similar committee.

     SECTION 505.      Trustee May Enforce Claims Without Possession of
                       ------------------------------------------------
                       Securities or Coupons.
                       ----------------------

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

     SECTION 506.      Application of Money Collected.
                       -------------------------------

     Any money collected by the Trustee pursuant to this Article Five shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium or
Make-Whole Amount, if any) or interest and any Additional Amounts, upon
presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

     FIRST: To the payment of all amounts due to the Trustee and any predecessor
Trustee under Section 606,

     SECOND: To the payment of the amounts then due and unpaid upon the
Securities and coupons for principal (and premium or Make-Whole Amount, if any)
and interest and any Additional Amounts payable, in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the aggregate amounts due and payable on such
Securities and coupons for principal (and premium or Make-Whole Amount, if any),
interest and Additional Amounts, respectively, and

     THIRD: To the payment of the remainder, if any, to the Company.

                                      45
<PAGE>

     SECTION 507.      Limitation on Suits.
                       --------------------

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

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

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

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

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

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

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

     SECTION 508.      Unconditional Right of Holders to Receive Principal,
                       ----------------------------------------------------
                       Premium or Make-Whole Amount, if any, Interest and
                       --------------------------------------------------
                       Additional Amounts.
                       -------------------

     Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right which is absolute and unconditional to
receive payment of the principal of (and premium or Make-Whole Amount, if any)
and (subject to Section 305 and Section 307) interest on, and any Additional
Amounts in respect of, such Security or payment of such coupon on the respective
due dates expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date), to convert or exchange such Securities in accordance
with Article Sixteen and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

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

     If the Trustee or any Holder of a Security or coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder,

                                      46
<PAGE>

then and in every such case the Company, the Trustee and the Holders of
Securities and coupons shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

     SECTION 510.      Rights and Remedies Cumulative.
                       -------------------------------

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities or coupons is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

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

     No delay or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or any acquiescence therein. Every right and remedy given by this
Article Five or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders of Securities or coupons, as the case may be.

     SECTION 512.      Control by Holders of Securities.
                       ---------------------------------

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

     (1)   such direction shall not be in conflict with any rule of law or with
           this Indenture, expose the Trustee to personal liability, or be
           unduly prejudicial to Holders not joining therein,

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

     (3)   the Trustee need not take any action which might involve it in
           personal liability or be unduly prejudicial to the Holders of
           Securities of such series not joining therein (but the Trustee shall
           have no obligation as to the determination of such undue prejudice).

     SECTION 513.      Waiver of Past Defaults.
                       ------------------------

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons consent to the waiver of any
past default hereunder with respect to such series and its consequences, except
a default

                                      47
<PAGE>

     (1)   in the payment of the principal of (or premium or Make-Whole Amount,
           if any), or interest including Additional Amounts payable in respect
           of, any Security of such series or any related coupons, or

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

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

     SECTION 514.      Waiver of Stay, Usury or Extension Laws.
                       ----------------------------------------

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

     SECTION 515.      Undertaking for 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 costs, including reasonable attorneys' fees,
against any party litigant in such suit having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions
of this Section 515 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium or Make-Whole Amount, if any), or interest on or Additional Amounts
payable with respect to, any Security on or after the respective Stated
Maturities expressed in such Security (or in the case of redemption, on or after
the Redemption Date) or to enforce the right to convert or exchange any Security
in accordance with Article Sixteen.

                                      48
<PAGE>

                                  ARTICLE SIX

                                  THE TRUSTEE

     SECTION 601.      Notice of Defaults.
                       -------------------

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act, notice of such
default hereunder actually known to a Responsible Officer of the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium or Make-
Whole Amount, if any), or interest on or any Additional Amounts with respect to,
any Security of such series, or in the payment of any sinking fund installment
with respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the Holders of the Securities and coupons of such series; and provided further
that in the case of any default or breach of the character specified in Section
501(4) with respect to the Securities and coupons of such series, no such notice
to Holders shall be given until at least 60 days after the occurrence thereof.
For the purpose of this Section 601, the term "default" means any event which
is, or after notice or lapse of time or both would become, an Event of Default
with respect to the Securities of such series.

     SECTION 602.      Certain Duties, Responsibilities and Rights of Trustee.
                       -------------------------------------------------------

     (a)   The Trustee's duties and responsibilities under this Indenture shall
be governed by the Trust Indenture Act.

     (b)   Subject to the provisions of Section 315(a) through Section 315(d) of
the Trust Indenture Act:

     (1)   except during the continuance of an Event of Default, the Trustee
           shall perform only such duties as are expressly undertaken by it to
           perform under this Indenture and no implied covenants or obligations
           shall be read into this Indenture against the Trustee;

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

     (3)   any request or direction of the Company mentioned herein shall be
           sufficiently evidenced by a Company Request or Company Order (other
           than delivery of any Security, together with any coupons appertaining
           thereto, to the Trustee for authentication and delivery pursuant to
           Section 303 which shall be sufficiently evidenced as provided
           therein) and any resolution of the Board of Directors may be
           sufficiently evidenced by a Board Resolution;

                                      49
<PAGE>

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

     (5)   the Trustee may consult with counsel and as a condition to the
           taking, suffering or omission of any action hereunder may demand an
           Opinion of Counsel, and the advice of such counsel or any Opinion of
           Counsel shall be full and complete authorization and protection in
           respect of any action taken, suffered or omitted by it hereunder in
           good faith and in reliance thereon;

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

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

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

     (9)   if the Trustee is acting as Paying Agent or Transfer Agent and
           Registrar hereunder, the rights, indemnities and protections afforded
           to the Trustee pursuant to this Article Six shall also be afforded to
           such Paying Agent or Transfer Agent and Registrar;

     (10)  the Trustee shall not be deemed to have knowledge of any Event of
           Default unless the Trustee shall have received written notice, or a
           Responsible Officer charged with the administration of this Indenture
           shall have actual knowledge, of such Event of Default; and

     (11)  the Trustee shall not be liable for any action taken, suffered or
           omitted 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. The Trustee shall not be

                                      50
<PAGE>

           required to spend or risk its own funds or otherwise incur any
           financial liability in the performance of any of its duties
           hereunder, or in the exercise of any of its rights or powers, if it
           shall have reasonable grounds for believing that repayment of such
           funds or indemnity satisfactory to it against such risk or liability
           is not reasonably assured to it.

     SECTION 603.      Not Responsible for Recitals or Issuance of Securities.
                       -------------------------------------------------------

     The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee, in its individual capacity and
not in its fiduciary capacity, represents that it is duly authorized to execute
and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

     SECTION 604.      May Hold Securities.
                       --------------------

     The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and coupons and, subject to Section
613 and Section 310(b) and Section 311 of the Trust Indenture Act, may otherwise
deal with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar, Authenticating Agent or such other agent.

     SECTION 605.      Money Held in Trust.
                       --------------------

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

     SECTION 606.      Compensation and Reimbursement.
                       -------------------------------

     The Company agrees:

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

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

                                      51
<PAGE>

     (3)   to indemnify each of the Trustee and any predecessor Trustee and each
           of their respective directors, officers, agents and employees for,
           and to hold each of them harmless against, any loss, liability or
           expense, arising out of or in connection with the acceptance or
           administration of the trust or trusts or the performance of its
           duties hereunder, including the costs and expenses of defending
           itself against any claim or liability in connection with the exercise
           or performance of any of its powers or duties hereunder except to the
           extent any such loss, liability or expense may be attributable to its
           own negligence or bad faith.

     As security for the performance of the obligations of the Company under
this Section 606, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (or premium or Make-Whole Amount, if
any) or interest on particular Securities or any coupons.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default described in Section 501(6) and Section 501(7), such expenses
(including the fees and expenses of its counsel) and the compensation for such
services are intended to constitute expenses of administration under any
Bankruptcy Law.

     The provisions of this Section 606 shall survive the termination of this
Indenture or the resignation or removal of the Trustee.

     SECTION 607.      Corporate Trustee Required; Eligibility.
                       ----------------------------------------

     There shall at all times be a Trustee hereunder which shall be eligible to
act as Trustee under Section 310(a)(1) of the Trust Indenture Act and shall have
a combined capital and surplus of at least $50,000,000. If such Trustee or
Person publishes reports of condition at least annually, pursuant to law or the
requirements of federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 607, the combined
capital and surplus of such Trustee or Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 607, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article Six.

     SECTION 608.      Resignation and Removal; Appointment of Successor.
                       --------------------------------------------------

     (a)   No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Six shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

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

                                      52
<PAGE>

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

     (d)  If at any time:

     (1)  the Trustee shall fail to comply with the provisions of Section 613 or
          Section 310(b) of the Trust Indenture Act after written request
          therefor by the Company or by any Holder of a Security who has been a
          bona fide Holder of a Security for at least six months, or

     (2)  the Trustee shall cease to be eligible under Section 607 and shall
          fail to resign after written request therefor by the Company or by any
          Holder of a Security who has been a bona fide Holder of a Security for
          at least six months, or

     (3)  the Trustee shall become incapable of acting or shall be adjudged a
          bankrupt or insolvent or a receiver of the Trustee or of its property
          shall be appointed or any public officer shall take charge or control
          of the Trustee or of its property or affairs for the purpose of
          rehabilitation, conservation or liquidation, then, in any such case,
          (i) the Company by or pursuant to a Board Resolution may remove the
          Trustee and appoint a successor Trustee with respect to all
          Securities, or (ii) subject to Section 315(e) of the Trust Indenture
          Act, any Holder of a Security who has been a bona fide Holder of a
          Security for at least six months may, on behalf of himself and all
          others similarly situated, petition any court of competent
          jurisdiction for the removal of the Trustee with respect to all
          Securities and the appointment of a successor Trustee or Trustees.

     (e)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
requirements of Section 609.

     If, within one year after such resignation, removal or incapacity, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders of Securities and accepted appointment in the manner hereinafter
provided, any Holder of a Security who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to Securities of such series.

                                      53
<PAGE>

     (f)  The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to the Holders
of Securities of such series in the manner provided for notices to the Holders
of Securities in Section 106.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.

     SECTION 609.   Acceptance of Appointment By Successor.
                    ---------------------------------------

     (a)  In case of the appointment hereunder of a successor Trustee with
respect to all Securities, such successor Trustee shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 606.

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

                                      54
<PAGE>

     (c)  Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section 609, as the case may be.

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

     SECTION 610.   Merger, Conversion, Consolidation or Succession to Business.
                    ------------------------------------------------------------

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article Six, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.  In case any Securities or coupons shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons.  In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

     SECTION 611.   Appointment of Authenticating Agent.
                    ------------------------------------

     At any time when any of the Securities remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption or repayment thereof or pursuant to Section 306,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, a copy of
which instrument shall be promptly furnished to the Company. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee's certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
reasonably acceptable to the Company and, except as may otherwise be provided
pursuant to Section 301, shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any state or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 611, the

                                      55
<PAGE>

combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section 611, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 611.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 611, without the execution or filing of any paper or further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent for any series of Securities may at any time resign
by giving written notice of resignation to the Trustee for such series and to
the Company.  The Trustee for any series of Securities may at any time terminate
the agency of an Authenticating Agent 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 such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 611, the Trustee for such series may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment to all Holders of Securities of or within
the series with respect to which such Authenticating Agent will serve in the
manner set forth in Section 106.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent herein.  No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

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

     If an appointment with respect to one or more series is made pursuant to
this Section 611, the Securities of such series may have endorsed thereon, in
addition to or in lieu of the Trustee's certificate of authentication, an
alternate certificate of authentication substantially in the following form:

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

     The Chase Manhattan Bank, as Trustee

     By:________________________,
        as Authenticating Agent

     By:________________________
        Authorized Officer

                                      56
<PAGE>

     SECTION 612.   Certain Duties and Responsibilities.
                    ------------------------------------

     No provision of this Indenture shall require the Trustee to spend or risk
its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that repayment of such funds
or indemnity satisfactory to it against such risk or liability is not reasonably
assured to it.  Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 612.

     SECTION 613.   Conflicting Interests.
                    ----------------------

     If the Trustee has or shall acquire a "conflicting interest" within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series. In case an Event of Default shall
occur and be continuing, the Trustee shall exercise such of its rights and
powers under the applicable 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 own affairs.

     SECTION 614.   Preferential Collection of Claims Against Company.
                    --------------------------------------------------

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

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 701.   Disclosure of Names and Addresses of Holders.
                    ----------------------------------------------

     Every Holder of Securities or coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Authenticating Agent nor any Paying Agent nor any Security Registrar nor
any director, officer, agent or employee of any of them shall be held
accountable by reason of the disclosure of any information as to the names and
addresses of the Holders of Securities or coupons in accordance with Section 312
of the Trust Indenture Act, regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 312(b) of the
Trust Indenture Act.

     SECTION 702.   Reports by Trustee.
                    -------------------

     Within 60 days after May 15 of each year commencing with the first May 15
after the first issuance of Securities pursuant to this Indenture, the Trustee
shall transmit by mail to all Holders of Securities as provided in Section
313 of the Trust Indenture Act a brief report

                                      57
<PAGE>

dated as of such May 15 if and to the extent required by Section 313 of the
Trust Indenture Act.

     A copy of such report shall, at the time of such transmission to Holders,
be filed by the Trustee with the SEC and with the Company and, provided the
Trustee has received written notification by the Company that any Securities are
listed on any stock exchange, with each stock exchange upon which the Trustee
has been so notified that such Securities are listed.

     SECTION 703.   Reports by Company.
                    -------------------

     The Company will:

     (1)  file with the Trustee, within 15 days after the Company is required to
          file the same with the SEC, 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 SEC may from time to time by rules and
          regulations prescribe) that the Company is required to file with the
          SEC 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 Section 13 or Section 15(d) of the Exchange
          Act, then it will file with the Trustee and the SEC, in accordance
          with rules and regulations prescribed from time to time by the SEC,
          such of the supplementary and periodic information, documents and
          reports that 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;

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

     (3)  transmit by mail to the Holders of Securities, within 30 days after
          the filing thereof with the Trustee, in the manner and to the extent
          provided in Section 313(c) of the Trust Indenture Act, such summaries
          of any information, documents and reports required to be filed by the
          Company pursuant to paragraphs (1) or (2) of this Section 703 as may
          be required by rules and regulations prescribed from time to time by
          the SEC.

     SECTION 704.   Company to Furnish Trustee Names and Addresses of Holders.
                    ----------------------------------------------------------

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

     (1)  semi-annually, not later than 15 days after the Regular Record Date
          for interest for each series of Securities, a list, in such form as
          the Trustee may reasonably require, of the names and addresses of the
          Holders of Registered Securities of such series as of such Regular
          Record Date, or if there is no Regular Record Date for interest for
          such series of Securities, semi-annually, upon such dates as are set

                                      58
<PAGE>

          forth in the Board Resolution or indenture supplemental hereto
          authorizing such series, and

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

provided, however, that, so long as the Trustee is the Security Registrar, no
such lists shall be required to be furnished.

                                 ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

     SECTION 801.   Consolidations and Mergers of Company and Sales, Leases and
                    -----------------------------------------------------------
                    Conveyances Permitted Subject to Certain Conditions.
                    ----------------------------------------------------

     The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other Person,
provided that in any such case, (i) either the Company shall be the continuing
entity, or the successor (if other than the Company) entity shall be a Person
organized and existing under the laws of the United States or a state thereof
and such successor entity shall expressly assume the due and punctual payment of
the principal of (and premium or Make-Whole Amount, if any) and any interest
(including all Additional Amounts, if any, payable pursuant to Section 1008) on
all of the Securities, according to their tenor, the conversion or exchange
rights shall be provided for in accordance with Article Sixteen, if applicable,
or as otherwise specified pursuant to Section 301, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company by supplemental indenture, complying
with Article Nine hereof, satisfactory to the Trustee, executed and delivered to
the Trustee by such Person; and (ii) immediately after giving effect to such
transaction, no Event of Default, and no event which, after notice or the lapse
of time, or both, would become an Event of Default, shall have occurred and be
continuing.

     SECTION 802.   Rights and Duties of Successor Corporation.
                    -------------------------------------------

     In case of any such consolidation, merger, sale, lease or conveyance and
upon any such assumption by the successor entity, such successor entity 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 predecessor entity,
except in the event of a lease, shall be relieved of any further obligation
under this Indenture and the Securities. Such successor entity thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor entity, instead of the Company, and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor entity thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit

                                      59
<PAGE>

under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

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

     SECTION 803.   Officers' Certificate and Opinion of Counsel.
                    ---------------------------------------------

     Any consolidation, merger, sale, lease or conveyance permitted under
Section 801 is also subject to the condition that the Trustee receive an
Officers' Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any
successor entity, complies with the provisions of this Article Eight and that
all conditions precedent herein provided for relating to such transaction have
been complied with.

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

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

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

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

     (2)  to add to the covenants of the Company for the benefit of the Holders
          of all or any series of Securities (and, if such covenants are to be
          for the benefit of less than all series of Securities, stating that
          such covenants are expressly being included solely for the benefit of
          such series) or to surrender any right or power herein conferred upon
          the Company; or

     (3)  to add any additional Events of Default for the benefit of the Holders
          of all or any series of Securities (and if such Events of Default are
          to be for the benefit of less than all series of Securities, stating
          that such Events of Default are expressly being included solely for
          the benefit of such series); provided, however, that in respect of any
          such additional Events of Default such supplemental indenture may
          provide for a particular period of grace after default (which period
          may be shorter or longer than that allowed in the case of other
          defaults) or may provide for an immediate enforcement upon such
          default or may limit the remedies available to the Trustee upon such
          default or may limit the right of the Holders of a majority

                                      60
<PAGE>

          in aggregate principal amount of that or those series of Securities to
          which such additional Events of Default apply to waive such default;
          or

     (4)  to add to or change any of the provisions of this Indenture to provide
          that Bearer Securities may be registrable as to principal, to change
          or eliminate any restrictions on the payment of principal of or any
          premium, Make-Whole Amount or Interest on Bearer Securities, to permit
          Bearer Securities to be issued in exchange for Registered Securities,
          to permit Bearer Securities to be issued in exchange for Bearer
          Securities of other authorized denominations or to permit or
          facilitate the issuance of Securities in uncertificated form, provided
          that any such action shall not adversely affect the interests of the
          Holders of Securities of any series or any related coupons in any
          material respect; or

     (5)  to add to, change or eliminate any of the provisions of this Indenture
          in respect of any series of Securities, provided that any such
          addition, change or elimination shall (i) neither (A) apply to any
          Security of any series created prior to the execution of such
          supplemental indenture and entitled to the benefit of such provision,
          nor (B) modify the rights of the Holder of any such Security with
          respect to such provision; or (ii) become effective only when there is
          no Security Outstanding; or

     (6)  to secure the Securities; or

     (7)  to establish the form or terms of Securities of any series and any
          related coupons as permitted by Section 201 and Section 301, including
          the provisions and procedures relating to Securities convertible into
          or exchangeable for other securities or property of the Company; or

     (8)  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; or

     (9)  to make provision with respect to the conversion or exchange rights of
          Holders pursuant to the requirements of Article Sixteen, including
          providing for the conversion or exchange of the securities into any
          security or property of the Company; or

     (10) to cure any ambiguity, to correct or supplement any provision herein
          which may be defective or inconsistent with any other provision
          herein, or to make any other provisions with respect to matters or
          questions arising under this Indenture that shall not be inconsistent
          with the provisions of this Indenture or to make any other changes,
          provided that in each case, such provisions shall not adversely affect
          the interests of the Holders of Securities of any series or any
          related coupons in any material respect; or

                                      61
<PAGE>

     (11) to close this Indenture with respect to the authentication and
          delivery of additional series of Securities or to qualify, or maintain
          qualification of, this Indenture under the Trust Indenture Act; or

     (12) to supplement any of the provisions of this Indenture to such extent
          as shall be necessary to permit or facilitate the defeasance and
          discharge of any series of Securities pursuant to Section 401, Section
          1402 and Section 1403; provided in each case that any such action
          shall not adversely affect the interests of the Holders of Securities
          of such series and any related coupons or any other series of
          Securities in any material respect.

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

     With the consent of the Holders of not less than a majority in principal
amount of all Outstanding Securities affected by such supplemental indenture, by
Act of said Holders delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities and any related coupons under this Indenture; provided, however,
except as contemplated by Section 309, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby:

     (1)  change the Stated Maturity of the principal of (or premium or Make-
          Whole Amount, if any, on) or any installment of principal of or
          interest on, any Security; or reduce the principal amount thereof or
          the rate or amount of interest thereon or any Additional Amounts
          payable in respect thereof, or any premium or Make-Whole Amount
          payable upon the redemption thereof, or change any obligation of the
          Company to pay Additional Amounts pursuant to Section 1008 (except as
          contemplated by Section 801(i) and permitted by Section 901(1)), or
          reduce the amount of the principal of an Original Issue Discount
          Security or Indexed Security or Make-Whole Amount, if any, that would
          be due and payable upon a declaration of acceleration of the Maturity
          thereof pursuant to Section 502 or the amount thereof provable in
          bankruptcy pursuant to Section 504, or adversely affect any right of
          repayment at the option of the Holder of any Security, or change any
          Place of Payment where, or the currency or currencies, currency unit
          or units or composite currency or currencies in which, the principal
          of any Security or any premium or Make-Whole Amount or any Additional
          Amounts payable in respect thereof or the interest thereon is payable,
          or impair the right to institute suit for the enforcement of any such
          payment on or after the Stated Maturity thereof (or, in the case of
          redemption or repayment at the option of the Holder, on or after the
          Redemption Date or the Repayment Date, as the case may be); or

     (2)  reduce the percentage in principal amount of the Outstanding
          Securities of any series, the consent of whose Holders is required for
          any such supplemental indenture, or the consent of whose Holders is
          required for any waiver with respect to such series (or compliance
          with certain provisions of this Indenture or certain

                                      62
<PAGE>

          defaults hereunder and their consequences) provided for in this
          Indenture, or reduce the requirements of Section 1504 for quorum or
          voting; or

     (3)  modify any of the provisions of this Section 902, Section 513 or
          Section 1009, except to increase the required percentage to effect
          such action or to provide that certain other provisions of this
          Indenture cannot be modified or waived without the consent of the
          Holder of each Outstanding Security affected thereby.

     It shall not be necessary for any Act of Holders under this Section 902 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

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

     SECTION 903.   Execution of Supplemental Indentures.
                    -------------------------------------

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article Nine or the modification
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and shall be fully protected in relying upon, an Opinion of Counsel
and an Officers' Certificate stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture and that all conditions
precedent to the execution of such supplemental indenture have been complied
with. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     SECTION 904.   Effect of Supplemental Indentures.
                    ----------------------------------

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

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

     Every supplemental indenture executed pursuant to this Article Nine shall
conform to the requirements of the Trust Indenture Act as then in effect.

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

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article Nine may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so

                                      63
<PAGE>

modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

     SECTION 907.   Notice of Supplemental Indentures.
                    ----------------------------------

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Security affected,
in the manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture.

     SECTION 908.   Subordination Unimpaired.
                    ------------------------

     No provision in any supplemental indenture that adversely affects the
superior position of the holders of Senior Debt then outstanding shall be
effective against holders of Senior Debt without the consent of such holders.


                                  ARTICLE TEN

                                   COVENANTS

     SECTION 1001.  Payment of Principal, Premium or Make-Whole Amount, if any,
                    -----------------------------------------------------------
                    Interest and Additional Amounts.
                    --------------------------------

     The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of (and
premium or Make-Whole Amount, if any) and interest on and any Additional Amounts
payable in respect of the Securities of that series in accordance with the terms
of such series of Securities, any coupons appertaining thereto and this
Indenture.  Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, any interest due on and any Additional
Amounts payable in respect of Bearer Securities on or before Maturity, other
than Additional Amounts, if any, payable as provided in Section 1008 in respect
of principal of (or premium or Make-Whole Amount, if any, on) such a Security,
shall be payable only upon presentation and surrender of the several coupons for
such interest installments as are evidenced thereby as they severally mature.
Unless otherwise specified with respect to Securities of any series pursuant to
Section 301, at the option of the Company, all payments of principal may be paid
by check to the registered Holder of the Registered Security or other person
entitled thereto against surrender of such Security.

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

     If Securities of a series are issued as Registered Securities, the Company
shall maintain in each Place of Payment for any series of Securities an office
or agency where Securities of that series may be presented or surrendered for
payment or conversion, where Securities of that series may be surrendered for
registration of transfer or exchange, where Securities of that series may be
converted or exchanged in accordance with Article Sixteen, and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. If Securities of a series are issued as Bearer
Securities, the Company will maintain: (A)

                                      64
<PAGE>

in the City of Boston, Massachusetts or in the Borough of Manhattan, The City of
New York, an office or agency where any Registered Securities of that series may
be presented or surrendered for payment or conversion, where any Registered
Securities of that series may be surrendered for exchange, where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment or conversion in the
circumstances described in the following paragraph (and not otherwise); (B)
subject to any laws or regulations applicable thereto, in a Place of Payment for
that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Securities of that series pursuant to Section 1008) or conversion; provided,
however, that if the Securities of that series are listed on the Luxembourg
Stock Exchange, The International Stock Exchange of the United Kingdom or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in Luxembourg, London or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange; and (C) subject to any laws or regulations applicable
thereto, in each Place of Payment for that series located outside the United
States an office or agency where any Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of each such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Bearer Securities of that series pursuant to
Section 1008) at the offices specified in the Security in London, England, and
the Company hereby appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands, and the Company hereby appoints
the Trustee its agent to receive all such presentations, surrenders, notices and
demands.

     Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium, Make-Whole Amount or interest on
or Additional Amounts in respect of Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, that, if the Securities of a
series are payable in Dollars, payment of principal of and any premium and
interest on any Bearer Security (including any Additional Amounts or Make-Whole
Amount payable on Securities of such series pursuant to Section 1008) shall be
made at the office of the Company's Paying Agent in the City of Boston,
Massachusetts or the Borough of Manhattan, The City of New York, if (but only
if) payment in Dollars of the full amount of such principal, premium, interest,
Additional Amounts or Make-Whole Amount, as the case may be, at all offices or
agencies outside the United States maintained for the purpose by the Company in
accordance with this Indenture, is illegal or effectively precluded by exchange
controls or other similar restrictions.

                                      65
<PAGE>

     The Company may from time to time designate one or more other offices or
agencies where the Securities of one or more series and related coupons, if any,
may be presented or surrendered for any or all of such purposes, and may from
time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in accordance with the requirements
set forth above for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

     Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of the Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one Exchange Rate Agent.

     SECTION 1003.  Money for Securities Payments to Be Held in Trust.
                    --------------------------------------------------

     If the Company shall at any time act as its own Paying Agent with respect
to any series of any Securities and any related coupons, it will, on or before
each due date of the principal of (and premium or Make-Whole Amount, if any), or
interest on or Additional Amounts in respect of, any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay the principal (and premium or Make-Whole Amount,
if any) or interest or Additional Amounts so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities and any related coupons, it will, on or before each due date of the
principal of (and premium or Make-Whole Amount, if any), or interest on or
Additional Amounts in respect of, any Securities of that series, deposit with a
Paying Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts, so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium, Make-Whole
Amount or interest or Additional Amounts and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

     The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 1003, that such
Paying Agent will:

     (1)  hold all sums held by it for the payment of principal of (and premium
          or Make-Whole Amount, if any) or interest on Securities or Additional
          Amounts in trust for the benefit of the Persons entitled thereto until
          such sums shall be paid to such Persons or otherwise disposed of as
          herein provided;

                                      66
<PAGE>

     (2)  give the Trustee written notice of any default by the Company (or any
          other obligor upon the Securities) in the making of any such payment
          of principal (and premium or Make-Whole Amount, if any) or interest or
          Additional Amounts; and

     (3)  at any time during the continuance of any such default upon the
          written request of the Trustee, forthwith pay to the Trustee all sums
          so held in trust by such Paying Agent.

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

     Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium or Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security of
any series and remaining unclaimed for two years after such principal (and
premium or Make-Whole Amount, if any), interest or Additional Amounts has become
due and payable shall be paid to the Company upon Company Request or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment of such principal of (and premium or Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper,
or mail to each such Holder or both notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication or mailing, any unclaimed balance of such money
then remaining will be repaid to the Company.

     SECTION 1004.  Existence.
                    ----------

     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect the existence,
rights (charter and statutory) and franchises of the Company; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Company determines that the preservation thereof is no longer desirable
in the conduct of the business of the Company and that the loss thereof will not
have a material adverse effect on the financial condition or operations of the
Company and its subsidiaries, taken as a whole.

     SECTION 1005.  Payment of Taxes and Other Claims.
                    ----------------------------------

     The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed

                                      67
<PAGE>

upon it or any Subsidiary or upon the income, profits or property of the Company
or any Subsidiary, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Company or
any Subsidiary; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings; and provided further, that the Company shall
not be required to cause to be paid or discharged any such tax, assessment,
charge or claim if the Company determines that the failure to make such payment
will not have a material adverse effect on the financial condition or operations
of the Company and its subsidiaries, taken as a whole.

     SECTION 1006.  Provision of Financial Information.
                    -----------------------------------

     Whether or not the Company is subject to Section 13 or Section 15(d) of the
Exchange Act, the Company will, to the extent permitted under the Exchange Act,
file with the SEC the annual reports, quarterly reports and other documents
which the Company would have been required to file with the SEC pursuant to such
Section 13 or Section 15(d) (the "Financial Statements") if the Company were so
                                  --------------------
subject, such documents to be filed with the SEC on or prior to the respective
dates (the "Required Filing Dates") by which the Company would have been
            ---------------------
required so to file such documents if the Company were so subject.

     The Company will also in any event (x) within 15 days of each Required
Filing Date file with the Trustee copies of annual reports, quarterly reports
and other documents which the Company would have been required to file with the
SEC pursuant to Section 13 or Section 15(d) of the Exchange Act if the Company
were subject to such sections, and (y) if filing such documents by the Company
with the SEC is not permitted under the Exchange Act, promptly upon written
request and payment of the reasonable cost of duplication and delivery, supply
copies of such documents to any prospective Holder.

     SECTION 1007.  Statement as to Compliance.
                    ---------------------------

     The Company will deliver to the Trustee within 120 days after the end of
each fiscal year, which as of the date hereof ends on _______, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture and, in the
event of any noncompliance, specifying such noncompliance and the nature and
status thereof. For purposes of this Section 1007, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

     SECTION 1008.  Additional Amounts.
                    -------------------

     If any Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto Additional Amounts as may be specified as
contemplated by Section 301.  Whenever in this Indenture there is mentioned, in
any context except in the case of Section 502(1), the payment of the principal
of or any premium, Make-Whole Amount or interest on, or in respect of, any
Security of any series or payment of any related coupon or the net proceeds
received on

                                      68
<PAGE>

the sale or exchange of any Security of any series, such mention shall be deemed
to include mention of the payment of Additional Amounts provided by the terms of
such series established pursuant to Section 301 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

     Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or Make-Whole Amount or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series or any related
coupons who are not United States persons without withholding for or on account
of any tax, assessment or other governmental charge described in the Securities
of or within the series.  If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent the
Additional Amounts, if any, required by the terms of such Securities.  In the
event that the Trustee or any Paying Agent, as the case may be, shall not so
receive the above-mentioned certificate, then the Trustee or such Paying Agent
shall be authorized, protected, and entitled (i) to assume that no such
withholding or deduction is required with respect to any payment of principal or
interest with respect to any Securities of a series or related coupons until it
shall have received a certificate advising otherwise and (ii) to make all
payments of principal and interest with respect to the Securities of a series or
related coupons without withholding or deductions until otherwise advised. The
Company covenants to indemnify the Trustee and any Paying Agent and their
respective officers, directors, employees and agents for, and to hold them
harmless against, any loss, liability or expense (including legal fees and
expenses) reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to this Section 1008 or
in reliance on the Company's failure to furnish an Officers' Certificate
pursuant to this Section 1008.

     SECTION 1009.  Waiver of Certain Covenants.
                    ----------------------------

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 1004 to Section 1006, inclusive, and
with any other term, provision or condition with respect to the Securities of
any series specified in accordance with Section 301 (except any such term,
provision or condition which could not be amended without the consent of Holders
of all Securities of such Series pursuant to Section 902), if before or after
the time for such compliance the Holders of at least a majority in principal
amount of all outstanding Securities of such series, by Act of such Holders,
either waive such compliance in such instance

                                      69
<PAGE>

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

     SECTION 1010.  Additional Sums.
                    ---------------

     In the case of the Securities of a series issued to a Hancock Trust, so
long as no Event of Default has occurred and is continuing and except as
otherwise specified as contemplated by Section 201 or Section 301, in the event
that (i) a Hancock Trust is the Holder of all of the Outstanding Securities of
such series and (ii) a Tax Event in respect of such Hancock Trust shall have
occurred and be continuing, the Company shall pay to such Hancock Trust (and its
permitted successors or assigns under the Trust Agreement under which such
Hancock Trust is created) as Holder of the Securities of such series for so long
as such Hancock Trust (or its permitted successor or assignee) is the registered
holder of any Securities of such series, such additional sums as may be
necessary in order that the amount of Distributions (including any Additional
Amounts (as defined in such Trust Agreement)) then due and payable by such
Hancock Trust on the related Preferred Securities and Common Securities that at
any time remain outstanding in accordance with the terms thereof shall not be
reduced as a result of any Additional Taxes (the "Additional Sums"). Whenever in
                                                  ---------------
this Indenture or the Securities there is a reference in any context to the
payment of principal of or interest on the Securities, such mention shall be
deemed to include mention of the payments of the Additional Sums provided for in
this paragraph to the extent that, in such context, Additional Sums are, were or
would be payable in respect thereof pursuant to the provisions of this paragraph
and express mention of the payment of Additional Sums (if applicable) in any
provisions hereof shall not be construed as excluding Additional Sums in those
provisions hereof where such express mention is not made; provided, however,
that the deferral of the payment of interest pursuant to Section 311 or the
Securities shall not defer the payment of any Additional Sums that may be due
and payable.

     SECTION 1011.  Original Issue Discount.
                    -----------------------

     For each year during which any Securities that were issued with original
issue discount are Outstanding, the Company shall furnish to each Paying Agent
in a timely fashion such information as may be reasonably requested by each
Paying Agent in order that each Paying Agent may prepare the information which
it is required to report for such year on Internal Revenue Service Forms 1096
and 1099 pursuant to Section 6049 of the Internal Revenue Code of 1986, as
amended.  Such information shall include the amount of original issue discount
includable in income for each $1,000 of principal amount at Stated Maturity of
outstanding Securities during such year.

                                      70
<PAGE>
                                ARTICLE ELEVEN

                           REDEMPTION OF SECURITIES

     SECTION 1101.  Applicability of Article.
                    -------------------------

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article Eleven.

     SECTION 1102.  Election to Redeem; Notice to Trustee.
                    --------------------------------------

     The election of the Company to redeem any Securities, including coupons, if
any shall be evidenced by or pursuant to an Officers' Certificate. In case of
any redemption at the election of the Company of less than all of the Securities
or coupons, if any, of any series, the Company shall, at least 45 days prior to
the giving of the notice of redemption in Section 1104 (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee, in writing, of such
Redemption Date, Redemption Price and of the principal amount of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture or pursuant to an election of the
Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
and Opinion of Counsel evidencing compliance with such restriction or condition.

     SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.
                    --------------------------------------------------

     If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series issued on such date with the same terms not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series. The Trustee shall make the selection from Securities of the series
that are Outstanding and that have not previously been called for redemption and
may provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities, including coupons, if any, of that
series or any integral multiple thereof).

     If any Security selected for partial redemption is converted in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted or exchanged portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted or exchanged during a selection of
Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection. In any case where more than one Security is
registered in the same name, the Trustee in its discretion may treat the
aggregate principal amount so registered as if it were represented by one
Security.

     The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

                                      71
<PAGE>

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

     SECTION 1104.  Notice of Redemption.
                    ---------------------

     Notice of redemption shall be given in the manner provided in Section 106,
not less than 30 days nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified by the terms of such series established pursuant
to Section 301, to each Holder of Securities to be redeemed, but failure to give
such notice in the manner herein provided to the Holder of any Security
designated for redemption as a whole or in part, or any defect in the notice to
any such Holder, shall not affect the validity of the proceedings for the
redemption of any other such Security or portion thereof.

     Any notice that is mailed to the Holders of Registered Securities in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives the notice.

     All notices of redemption shall state:

     (1)  the Redemption Date;

     (2)  the Redemption Price, accrued interest to the Redemption Date payable
          as provided in Section 1106, if any, and Additional Amounts, if any;

     (3)  if less than all Outstanding Securities of any series are to be
          redeemed, the identification (and, in the case of partial redemption,
          the principal amount) of the particular Security or Securities to be
          redeemed;

     (4)  in case any Security is to be redeemed in part only, that on and after
          the Redemption Date, upon surrender of such Security, the holder will
          receive, without a charge, a new Security or Securities of authorized
          denominations for the principal amount thereof remaining unredeemed;

     (5)  that on the Redemption Date the Redemption Price and accrued interest
          to the Redemption Date payable as provided in Section 1106, if any,
          will become due and payable upon each such Security, or the portion
          thereof, to be redeemed and, if applicable, that interest thereon
          shall cease to accrue on and after said date;

     (6)  the Place or Places of Payment where such Securities, together in the
          case of Bearer Securities with all coupons appertaining thereto, if
          any, maturing after the Redemption Date, are to be surrendered for
          payment of the Redemption Price and accrued interest, if any, or for
          conversion or exchange;

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

                                      72
<PAGE>

     (8)   that, unless otherwise specified in such notice, Bearer Securities of
           any series, if any, surrendered for redemption must be accompanied by
           all coupons maturing subsequent to the date fixed for redemption or
           the amount of any such missing coupon or coupons will be deducted
           from the Redemption Price, unless security or indemnity satisfactory
           to the Company, the Trustee for such series and any Paying Agent is
           furnished;

     (9)   if Bearer Securities of any series are to be redeemed and any
           Registered Securities of such series are not to be redeemed, and if
           such Bearer Securities may be exchanged for Registered Securities not
           subject to the redemption on this Redemption Date pursuant to Section
           305 or otherwise, the last date, as determined by the Company, on
           which such exchanges may be made;

     (10)  the CUSIP number of such Security, if any, provided that neither the
           Company nor the Trustee shall have any responsibility for any such
           CUSIP number; and

     (11)  if applicable, that a Holder of Securities who desires to convert or
           exchange Securities to be redeemed must satisfy the requirements for
           conversion or exchange contained in such Securities, the then
           existing conversion or exchange price or rate and the date and time
           when the option to convert or exchange shall expire and the place or
           places where such Securities may be surrendered for conversion.

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

     SECTION 1105.  Deposit of Redemption Price.
                    ----------------------------

     Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent, which
it may not do in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an amount of money in
the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Securities or portions thereof which are to be redeemed on that date.

     SECTION 1106.  Securities Payable on Redemption Date.
                    --------------------------------------

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons
for such interest appertaining to any


                                      73
<PAGE>

Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Except as provided in the next succeeding paragraph, upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further
that except as otherwise provided with respect to Securities convertible or
exchangeable into other securities or property of the Company, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that interest
(and any Additional Amounts) represented by coupons shall be payable only at an
office or agency located outside the United States (except as otherwise provided
in Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons. If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the
principal, (and premium or Make-Whole Amount, if any) shall, until paid, bear
interest from the Redemption Date at the rate borne by the Security.

     SECTION 1107.  Securities Redeemed in Part.
                    ----------------------------

     Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article Eleven or of Article Twelve) shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge a
new Security or Securities of the same series, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered.

                                      74
<PAGE>

     SECTION 1108.  Right of Redemption of Securities Initially Issued to a
                    -------------------------------------------------------
                    Hancock Trust.
                    -------------

     In the case of the Securities of a series initially issued to a Hancock
Trust, if specified as contemplated by Section 301, the Company, at its option,
may redeem such Securities in whole but not in part upon the occurrence and
during the continuation of a Tax Event or Investment Company Event of such
Securities at any time within 90 days following the occurrence of such Tax Event
or Investment Company Event in respect of such Hancock Trust, in each case at a
Redemption Price specified as contemplated by Section 301.


                                ARTICLE TWELVE

                                 SINKING FUNDS

     SECTION 1201.  Applicability of Article.
                    -------------------------

     The provisions of this Article Twelve shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 301 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of such Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 1202.  Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

     SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.
                    -------------------------------------------------------

     The Company may, in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Securities of a series, (1) deliver
Outstanding Securities of such series (other than any previously called for
redemption) together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) apply as a credit Securities
of such series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, as
provided for by the terms of such Securities, or which have otherwise been
acquired by the Company; provided that such Securities so delivered or applied
as a credit have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

     SECTION 1203.  Redemption of Securities for Sinking Fund.
                    -------------------------------------------

     Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the currency or


                                      75
<PAGE>

currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so delivered and credited. If such
Officers' Certificate shall specify an optional amount to be added in cash to
the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not more than 60 nor less than 30
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section 1106
and 1107.

                               ARTICLE THIRTEEN

                      REPAYMENT AT THE OPTION OF HOLDERS

     SECTION 1301.  Applicability of Article.
                    -------------------------

     Repayment of Securities of any series before their Stated Maturity at the
option of Holders thereof shall be made in accordance with the terms of such
Securities, if any, and (except as otherwise specified by the terms of such
series established pursuant to Section 301) in accordance with this Article
Thirteen.

     SECTION 1302.  Repayment of Securities.
                    ------------------------

     Securities of any series subject to repayment in whole or in part at the
option of the Holders thereof will, unless otherwise provided in the terms of
such Securities, be repaid at a price equal to the principal amount thereon,
together with interest, if any, thereof accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company covenants that
before the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) sufficient to pay the
principal (or, if so provided by the terms of the Securities of any series, a
percentage of the principal) of, and (except if the Repayment Date shall be an
Interest Payment Date) accrued interest on, all the Securities or portion
thereof, as the case may be, to be repaid on such date.

     SECTION 1303.  Exercise of Option.
                    -------------------

     Securities of any series subject to repayment at the option of the Holders
thereof will contain an "Option to Elect Repayment" form on the reverse of such
Securities.  In order for any Security to be repaid at the option of the Holder,
the Trustee must receive at the Place of


                                      76
<PAGE>

Payment therefor specified in the terms of such Security (or at such other place
or places of which the Company shall from time to time notify the Holders of
such Securities) not earlier than 60 days nor later than 30 days prior to the
Repayment Date (1) the Security so providing for such repayment together with
the "Option to Elect Repayment" form on the reverse thereof duly completed by
the Holder (or by the Holder's attorney duly authorized in writing) or (2) a
facsimile transmission or a letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc. ("NASD"), or a
                                                                    ----
commercial bank or trust company in the United States setting forth the name of
the Holder of the Security, the principal amount of the Security, the principal
amount of the Security to be repaid, the CUSIP number, if any, or a description
of the tenor and terms of the Security, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the Security to be
repaid, together with the duly completed form entitled "Option to Elect
Repayment" on the reverse of the Security, will be received by the Trustee not
later than the third Business Day after the date of such facsimile transmission
or letter; provided, however, that such facsimile transmission or letter shall
only be effective if such Security and form duly completed are received by the
Trustee by such third Business Day. If less than the entire principal amount of
such Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of or within the
series of which such Security to be repaid is a part. Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.

     SECTION 1304.  When Securities Presented for Repayment Become Due and
                    ------------------------------------------------------
                    Payable.
                    --------

     If Securities of any series providing for repayment at the option of the
Holders thereof shall have been surrendered as provided in this Article Thirteen
and as provided by or pursuant to the terms of such Securities, such Securities
or the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void.  Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,


                                      77
<PAGE>

unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

     If any Bearer Security surrendered for repayment shall not be accompanied
by all appurtenant coupons maturing after the Repayment Date, such Security may
be paid after deducting from the amount payable therefor as provided in Section
1302 an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have been made as
provided in the preceding sentence, such Holder shall be entitled to receive the
amount so deducted; provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of those
coupons. If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

     SECTION 1305.  Securities Repaid in Part.
                    --------------------------

     Upon surrender of any Registered Security which is to be repaid in part
only, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.

                               ARTICLE FOURTEEN

                      DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 1401.  Applicability of Article; Company's Option to Effect
                    ----------------------------------------------------
                    Defeasance or Covenant Defeasance.
                    ---------------------------------

     Unless, pursuant to Section 301, it shall be determined that this Article
Fourteen shall not be applicable to the Securities of any series, then the
provisions of this Article Fourteen (with such modifications thereto as may be
specified pursuant to Section 301 with respect to any Securities), shall be
applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option by Board Resolution at any time, with respect to such
Securities and any coupons appertaining thereto, elect to defease such
Outstanding Securities and coupons appertaining thereto pursuant to Section 1402
(if applicable) or Section 1403 (if applicable) upon compliance with the
conditions set forth below in this Article Fourteen.

                                      78
<PAGE>

     SECTION 1402.  Defeasance and Discharge.
                    -------------------------

     Upon the Company's exercise of the above option applicable to this Section
1402 with respect to any Securities of or within a series, the Company shall be
deemed to have been discharged from its obligations with respect to such
Outstanding Securities and any coupons appertaining thereto on and after the
date the conditions set forth in Section 1404 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any coupons appertaining thereto, which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section 1405
and the other Sections of this Indenture referred to in clauses (A) and (B)
below, and to have satisfied all of its other obligations under such Securities
and any coupons appertaining thereto and this Indenture insofar as such
Securities and any coupons appertaining thereto are concerned (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any coupons appertaining thereto to receive, solely
from the trust fund described in Section 1404 and as more fully set forth in
Section 1404, payments in respect of the principal of (and premium or Make-Whole
Amount, if any) and interest, if any, on such Securities and any coupons
appertaining thereto when such payments are due, (B) the Company's obligations
with respect to such Securities under Section 305, Section 306, Section 1002 and
Section 1003 and with respect to the payment of Additional Amounts, if any, on
such Securities as contemplated by Section 1008, (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this Article Fourteen.
Subject to compliance with this Article Fourteen, the Company may exercise its
option under this Section 1402 notwithstanding the prior exercise of its option
under Section 1403 with respect to such Securities and any coupons appertaining
thereto.

     SECTION 1403.  Covenant Defeasance.
                    --------------------

     Upon the Company's exercise of the above option applicable to this Section
1403 with respect to any Securities of or within a series, the Company shall be
released from its obligations under Section 1004 to Section 1006, inclusive,
and, if specified pursuant to Section 301, its obligations under any other
covenant, with respect to such Outstanding Securities and any coupons
appertaining thereto on and after the date the conditions set forth in Section
1404 are satisfied (hereinafter, "covenant defeasance"), and such Securities and
any coupons appertaining thereto shall thereafter be deemed to be not
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with
Section 1004 to Section 1006, inclusive, or such other covenant, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding
Securities and any coupons appertaining thereto, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under
Section 501(4) or 501(8) or otherwise, as the case may be,

                                      79
<PAGE>

but, except as specified above, the remainder of this Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

     SECTION 1404.  Conditions to Defeasance or Covenant Defeasance.
                    -------------------------------------------------

     The following shall be the conditions to application of Section 1402 or
Section 1403 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

     (a) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 607
who shall agree to comply with the provisions of this Article Fourteen
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount in such currency, currencies or currency unit in which
such Securities and any coupons appertaining thereto are then specified as
payable at Stated Maturity, or (2) if Securities of such series are not subject
to early repayment at the option of the Holders, Government Obligations
applicable to such Securities and coupons appertaining thereto (determined on
the basis of the currency, currencies or currency unit in which such Securities
and coupons appertaining thereto are then specified as payable at Stated
Maturity) which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than or
the proceeds of such Government Obligations to said payments with respect to
such Securities. Before such a deposit, the Company may give to the Trustee, in
accordance with Section 1102 hereof, a notice of its election to redeem all or
any portion of such Outstanding Securities at a future date in accordance with
the terms of the Securities of such series and Article Eleven hereof, which
notice shall be irrevocable. Such irrevocable redemption notice, if given, shall
be given effect in applying the foregoing.

     (b) Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a breach or default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by
which it is bound (and shall not cause the Trustee to have a conflicting
interest pursuant to Section 310(b) of the Trust Indenture Act with respect to
any Security of the Company).

     (c) No Event of Default or event which with notice or lapse of time or both
would become an Event of Default with respect to such Securities and any coupons
appertaining thereto shall have occurred and be continuing on the date of such
deposit or, insofar as Sections 501(6) and 501(7) are concerned, at any time
during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).

     (d) In the case of an election under Section 1402, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of execution of this Indenture, there has been a
change in the applicable federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal

                                      80
<PAGE>

income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not occurred.

     (e) In the case of an election under Section 1403, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
such Outstanding Securities and any coupons appertaining thereto will not
recognize income, gain or loss for federal income tax purposes as a result of
such covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

     (f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company's option under
Section 1402 or Section 1403 (as the case may be) registration is not required
under the Investment Company Act of 1940, as amended, by the Company, with
respect to the trust funds representing such deposit or by the Trustee for such
trust funds or (ii) all necessary registrations under the Investment Company Act
of 1940 have been effected.

     (g) After the 91st day following the deposit, the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors' rights generally.

     (h) Notwithstanding any other provisions of this Section 1404, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to Section 301.

     SECTION 1405.  Deposited Money and Government Obligations to Be Held in
                    --------------------------------------------------------
                    Trust; Other Miscellaneous Provisions.
                    -------------------------------------

     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations (or other property as may be provided pursuant to
Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1405, the
"Trustee") pursuant to Section 1404 in respect of any Outstanding Securities of
 -------
any series and any coupons appertaining thereto shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
any coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium or Make-Whole Amount, if any) and interest
and Additional Amounts, if any, but such money need not be segregated from other
funds except to the extent required by law.

     Unless otherwise specified with respect to any Security pursuant to Section
301, if, after a deposit referred to in Section 1404(a) has been made, (a) the
Holder of a Security in respect of

                                      81
<PAGE>

which such deposit was made is entitled to, and does, elect pursuant to Section
301 or the terms of such Security to receive payment in a currency or currency
unit other than that in which the deposit pursuant to Section 1404(a) has been
made in respect of such Security, or (b) a Conversion Event occurs in respect of
the currency or currency unit in which the deposit pursuant to Section 1404(a)
has been made, the indebtedness represented by such Security and any coupons
appertaining thereto shall be deemed to have been, and will be, fully discharged
and satisfied through the payment of the principal of (and premium or Make-Whole
Amount, if any), and interest, if any, on such Security as the same becomes due
out of the proceeds yielded by converting (from time to time as specified below
in the case of any such election) the amount or other property deposited in
respect of such Security into the currency or currency unit in which such
Security becomes payable as a result of such election or Conversion Event based
on the applicable market exchange rate for such currency or currency unit in
effect on the second Business Day prior to each payment date, except, with
respect to a Conversion Event, for such currency or currency unit in effect (as
nearly as feasible) at the time of the Conversion Event.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

     Anything in this Article Fourteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 1404 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Article Fourteen.

     SECTION 1406.  Reinstatement.
                    --------------

     If the Trustee or the Paying Agent is unable to apply any money or the
Government Obligations, as the case may be, in accordance with this Article
Fourteen with respect to any Securities by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations under this Indenture, such
Securities and any coupons appertaining thereto from which the Company has been
discharged or released pursuant to Section 1402 or Section 1403 shall be revived
and reinstated as though no deposit had occurred pursuant to this Article
Fourteen with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money or Government Obligations, as the
case may be, held in trust pursuant to Section 1405 with respect to such
Securities and any coupons appertaining thereto in accordance with this Article
Fourteen; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any such Security following such reinstatement
of its obligations, the Company shall be subrogated to the rights (if any) of
the Holders of such Securities or coupons to receive such payment from the money
or Government Obligations, as the case may be, so held in trust.

                                      82
<PAGE>

                                ARTICLE FIFTEEN

                       MEETINGS OF HOLDERS OF SECURITIES

     SECTION 1501.  Purposes for Which Meetings May Be Called.
                    ------------------------------------------

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

     SECTION 1502.  Call, Notice and Place of Meetings.
                    -----------------------------------

     (a) The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 1501, to be held at such time
and at such place in the City of Boston, Massachusetts or the Borough of
Manhattan, The City of New York, or in London as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided in Section
106, not less than 21 nor more than 180 days prior to the date fixed for the
meeting.

     (b) In case at any time the Company or the Holders of at least 10% in
principal amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 1501, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or
the Holders of Securities of such series in the amount above specified, as the
case may be, may determine the time and the place in the City of Boston,
Massachusetts or the Borough of Manhattan, The City of New York, or in London
for such meeting and may call such meeting for such purposes by giving notice
thereof as provided in paragraph (a) of this Section 1502.

     SECTION 1503.  Persons Entitled to Vote at Meetings.
                    -------------------------------------

     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders.  The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

     SECTION 1504.  Quorum; Action.
                    ---------------

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or

                                      83
<PAGE>

waiver which this Indenture expressly provides may be given by the Holders of
not less than a specified percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such specified percentage
in principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes after the time
appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved. In any other case the
meeting may be adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1502(a), except that such notice need be given only once not less than
five (5) days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum. Except as
limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may
be adopted by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however, that,
except as limited by the proviso to Section 902, any resolution with respect to
any request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

     Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section 1504 shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

     Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

     (1)   there shall be no minimum quorum requirement for such meeting; and

     (2)   the principal amount of the Outstanding Securities of such series
           that vote in favor of such request, demand, authorization, direction,
           notice, consent, waiver or other action shall be taken into account
           in determining whether such request, demand, authorization,
           direction, notice, consent, waiver or other action has been made,
           given or taken under this Indenture.

                                      84
<PAGE>

     SECTION 1505.  Determination of Voting Rights; Conduct and Adjournment of
                    ----------------------------------------------------------
                    Meetings.
                    ---------

     (a) Notwithstanding any provisions of this Indenture to the contrary, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the holding
of Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the Person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations
may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 104 or
other proof.

     (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of or within the series calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons entitled to vote a majority in principal amount
of the Outstanding Securities of such series represented at the meeting.

     (c) At any meeting each Holder of a Security of such series or proxy shall
be entitled to one vote for each $1,000 principal amount of the Outstanding
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any 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, except as
a Holder of a Security of such series or proxy.

     (d) Any meeting of Holders of Securities of any series duly called pursuant
to Section 1502 at which a quorum is present may be adjourned from time to time
by Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting, and the meeting may be
held as so adjourned without further notice.

     SECTION 1506.  Counting Votes and Recording Action of Meetings.
                    -------------------------------------------------

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting.

                                      85
<PAGE>

     A record, at least in duplicate, of the proceedings of each meeting of
Holders of Securities of any series shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the fact, setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 1502
and, if applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

     SECTION 1507.  Evidence of Action Taken by Holders.
                    ------------------------------------

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by a specified
percentage in principal amount of the Holders of any or all series may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such specified percentage of Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 315(a) through Section 315(d) of the Trust Indenture Act)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Article Fifteen.

     SECTION 1508.  Proof of Execution of Instruments.
                    ----------------------------------

     Subject to Section 315(a) through Section 315(d) of the Trust Indenture
Act, the execution of any instrument by a Holder or his agent or proxy may be
proved 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.

                                ARTICLE SIXTEEN

                     CONVERSION OR EXCHANGE OF SECURITIES

     SECTION 1601.  Applicability of Article.
                    -------------------------

     The provisions of this Article Sixteen shall be applicable to the
Securities of any series which are convertible or exchangeable for other
securities or property (including securities of other issuers, provided that
such securities are registered under Section 12 of the Exchange Act and such
issuer is then eligible to use Form S-3 (or any successor form) for a primary
offering of its securities) of the Company, except as otherwise specified as
contemplated by Section 301 for the Securities of such series.

     SECTION 1602.  Election to Exchange; Notice to Trustee and Holders.
                    -----------------------------------------------------

     The election of the Company to exchange any Securities shall be evidenced
by an Officers' Certificate or in another manner specified as contemplated by
Section 301 for such


                                      86
<PAGE>

Securities. On or prior to the seventh Business Day prior to Maturity of the
Securities, the Company shall provide written notice to the Holders of record of
the Securities and to the Trustee and will publish a notice in a daily newspaper
of national circulation stating whether the Company has made such election.

     SECTION 1603.  No Fractional Shares.
                    ---------------------

     No fractional shares of securities shall be delivered upon exchanges of
Securities of any series.  If more than one Security shall be surrendered for
exchange at one time by the same Holder, the number of full shares which shall
be delivered upon exchange shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent
permitted hereby) so surrendered. If, except for the provisions of this Section
1603, any Holder of a Security or Securities would be entitled to a fractional
share of a security upon the exchange of such Security or Securities, or
specified portions thereof, the Company shall pay to such Holder an amount in
cash equal to the current market value of such fractional share computed on the
basis of an average Closing Price of such security.  The "Closing Price" of any
                                                          -------------
security on any date of determination means, (i) if such security is listed or
admitted to unlisted trading privileges on a national securities exchange, the
last reported sale price regular way on such exchange, (ii) if such security is
not at the time so listed, as reported by The Nasdaq National Market, or (iii)
if such security is not at the time so listed or reported or admitted to
unlisted trading privileges on a national securities exchange, the average of
the bid and asked prices of such security in the over-the-counter market, as
reported by the National Quotation Bureau, Incorporated or similar organization
if the National Quotation Bureau, Incorporated is no longer reporting such
information, or if not so available, the market price as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company.

     SECTION 1604.  Adjustment of Exchange Rate.
                    ----------------------------

     The exchange rate of Securities of any series that is exchangeable for
other securities or property (including securities of other issuers, provided
that such securities are registered under Section 12 of the Exchange Act and
such issuer is then eligible to use Form S-3 (or any successor form) for a
primary offering of its securities) of the Company shall be adjusted for any
stock dividends, stock splits, reclassification, combinations or similar
transactions or any consolidation, merger or other reorganization event in
accordance with the terms of the supplemental indenture or Board Resolution
setting forth the terms of the Securities of such series.

     Whenever the exchange rate is adjusted, the Company shall compute the
adjusted exchange rate in accordance with terms of the applicable Board
Resolution or supplemental indenture and shall prepare an Officers' Certificate
setting forth the adjusted exchange rate and showing in reasonable detail the
facts upon which such adjustment is based, and such certificate shall forthwith
be filed at each office or agency maintained for the purpose of exchange of
Securities pursuant to Section 1002 and, if different, with the Trustee. The
Company shall forthwith cause a notice setting forth the adjusted exchange rate
to be mailed, first-class postage prepaid, to each Holder of Securities of such
series at its address appearing on the Security Register and to any exchange
agent. Neither the Trustee nor any agent shall be under any duty or
responsibility with respect to any such certificate except to exhibit the same
to any Holder desiring inspection thereof.

                                      87
<PAGE>

     SECTION 1605.  Payment of Certain Taxes Upon Exchange.
                    --------------------------------------

     The Company will pay any and all taxes that may be payable in respect of
the transfer and delivery of shares of other securities or property (including
securities of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3
(or any successor form) for a primary offering of its securities) of the Company
on exchange of Securities pursuant hereto. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the delivery of shares of securities in a name other than that of the Holder
of the Security or Securities to be exchanged, and no such transfer or delivery
shall be made unless and until the person requesting such transfer has paid to
the Company the amount of any such tax, or has established, to the satisfaction
of the Company, that such tax has been paid.

     SECTION 1606.  Shares Free and Clear.
                    ---------------------

     The Company hereby warrants that upon exchange of Securities of any series,
the Holder of a Security shall receive all rights held by the Company in such
security for which such Security is at such time exchangeable under this Article
Sixteen, free and clear of any and all liens, claims, charges and encumbrances
other than, to the extent permitted by the terms of the Securities of such
series, any liens, claims, charges and encumbrances which may have been placed
on any such security by the prior owner thereof, prior to the time such security
was acquired by the Company. Except as provided in Section 1604, the Company
will pay all taxes and charges with respect to the delivery of such security
delivered in exchange for Securities hereunder.

     SECTION 1607.  Cancellation of Security.
                    ------------------------

     Upon receipt by the Trustee of Securities of any series delivered to it for
exchange under this Article Sixteen, the Trustee shall cancel and dispose of the
same as provided in Section 309.

     SECTION 1608.  Duties of Trustee Regarding Exchange.
                    ------------------------------------

     Neither the Trustee nor any exchange agent shall at any time be under any
duty or responsibility to any Holder of Securities of any series that is
exchangeable into other securities or property of the Company to determine
whether any facts exist which may require any adjustment of the exchange rate,
or with respect to the nature or extent of any such adjustment when made, or
with respect to the method employed, whether herein or in any supplemental
indenture, any resolutions of the Board of Directors or written instrument
executed by one or more officers of the Company provided to be employed in
making the same. Neither the Trustee nor any exchange agent shall be accountable
with respect to the validity or value (or the kind or amount) of any securities
or property of the Company, or of any Securities and neither the Trustee nor any
exchange agent makes any representation with respect thereto.

                                      88
<PAGE>

Neither the Trustee nor any exchange agent shall be responsible for any failure
of the Company to issue, transfer or deliver any stock certificates or other
securities or property upon the surrender of any Security for the purpose of
exchange or to comply with any of the covenants of the Company contained in this
Article Sixteen or in the applicable supplemental indenture, resolutions of the
Board of Directors or written instrument executed by one or more duly authorized
officers of the Company.

     SECTION 1609.  Repayment of Certain Funds Upon Exchange.
                    ----------------------------------------

     Any funds which at any time shall have been deposited by the Company or on
its behalf with the Trustee or any other paying agent for the purpose of paying
the principal of, and premium, if any, and interest, if any, on any of the
Securities (including funds deposited for the sinking fund referred to in
Article Twelve hereof) and which shall not be required for such purposes because
of the exchange of such Securities as provided in this Article Sixteen shall
after such exchange be repaid to the Company by the Trustee upon the Company's
written request.

     SECTION 1610.  Exercise of Conversion Privilege.
                    --------------------------------

     In order to exercise a conversion or exchange privilege, the Holder of a
Security of a series with such a privilege shall surrender such Security to the
Company at the office or agency maintained for that purpose pursuant to Section
1002, accompanied by written notice to the Company that the Holder elects to
convert or exchange such Security or a specified portion thereof. Such notice
shall also state, if different from the name or names (with address) in which
the Securities are registered, the name or names in which the securities or
property (including securities of other issuers, provided that such securities
are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company which shall be issuable on such conversion or
exchange shall be issued. Securities surrendered for conversion or exchange
shall (if so required by the Company or the Trustee) be duly endorsed by or
accompanied by instruments of transfer in forms satisfactory to the Company and
the Trustee duly executed by the registered Holder or its attorney duly
authorized in writing; and Securities so surrendered for conversion or exchange
during the period from the close of business on any Regular Record Date to the
opening of business on the next succeeding Interest Payment Date (excluding
Securities or portions thereof called for redemption during such period) shall
also be accompanied by payment in funds acceptable to the Company of an amount
equal to the interest payable on such Interest Payment Date on the principal
amount of such Security then being converted, and such interest shall be payable
to such registered Holder notwithstanding the conversion or exchange of such
Security, subject to the provisions of Section 307 relating to the payment of
Defaulted Interest by the Company. As promptly as practicable after the receipt
of such notice and of any payment required pursuant to a Board Resolution and,
subject to Section 303, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures supplemental
hereto setting forth the terms of such series of Security, and the surrender of
such Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency at
which such Security is

                                      89
<PAGE>

surrendered, to such Holder or on its written order, securities or property
(including securities of other issuers, provided that such securities are
registered under Section 12 of the Exchange Act and such issuer is then eligible
to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company issuable or deliverable upon the conversion or
exchange of such Security (or specified portion thereof), in accordance with the
provisions of such Board Resolution, Officers' Certificate or supplemental
indenture, and cash as provided therein in respect of any fractional share of
such common stock otherwise issuable upon such conversion or exchange. Such
conversion or exchange shall be deemed to have been effected immediately prior
to the close of business on the date on which such notice and such payment, if
required, shall have been received in proper order for conversion or exchange by
the Company and such Security shall have been surrendered as aforesaid (unless
such Holder shall have so surrendered such Security and shall have instructed
the Company to effect the conversion or exchange on a particular date following
such surrender and such Holder shall be entitled to convert or exchange such
Security on such date, in which case such conversion or exchange shall be deemed
to be effected immediately prior to the close of business on such date) and at
such time the rights of the Holder of such Security as such Security Holder
shall cease and the person or persons in whose name or names any securities or
property (including securities of other issuers, provided that such securities
are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company shall be issuable or deliverable upon such conversion
or exchange shall be deemed to have become the Holder or Holders of record of
the shares represented thereby. Except as set forth above and subject to the
final paragraph of Section 307, no payment or adjustment shall be made upon any
conversion or exchange on account of any interest accrued on the Securities
surrendered for conversion or exchange or on account of any interest or
dividends on the securities or property (including securities of other issuers,
provided that such securities are registered under Section 12 of the Exchange
Act and such issuer is then eligible to use Form S-3 (or any successor form) for
a primary offering of its securities) of the Company issued or delivered upon
such conversion or exchange.

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

     SECTION 1611.  Effect of Consolidation or Merger on Conversion Privilege.
                    ---------------------------------------------------------

     In case of any consolidation of the Company with, or merger of the Company
into or with any other Person, or in case of any sale of all or substantially
all of the assets of the Company, the Company or the Person formed by such
consolidation or the Person into which the Company shall have been merged or the
Person which shall have acquired such assets, as the case may be, shall execute
and deliver to the Trustee a supplemental indenture providing that the Holder of
each Security then outstanding of any series that is convertible into common
stock of the Company shall have the right, which right shall be the exclusive
conversion right thereafter available to said Holder (until the expiration of
the conversion right of such Security), to convert such Security into the kind
and amount of shares of stock or other securities or property (including cash)
receivable upon such consolidation, merger or sale by a holder of the number of

                                      90
<PAGE>

shares of common stock of the Company into which such Security might have been
converted immediately prior to such consolidation, merger or sale, subject to
compliance with the other provisions of this Indenture, such Security and such
supplemental indenture. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in such Security. The above provisions of this Section
shall similarly apply to successive consolidations, mergers or sales. It is
expressly agreed and understood that anything in this Indenture to the contrary
notwithstanding, if, pursuant to such merger, consolidation or sale, holders of
outstanding shares of common stock of the Company do not receive shares of
common stock of the surviving corporation but receive other securities, cash or
other property or any combination thereof, Holders of Securities shall not have
the right to thereafter convert their Securities into common stock of the
surviving corporation or the corporation which shall have acquired such assets,
but rather, shall have the right upon such conversion to receive the other
securities, cash or other property receivable by a holder of the number of
shares of common stock of the Company into which the Securities held by such
holder might have been converted immediately prior to such consolidation, merger
or sale, all as more fully provided in the first sentence of this Section 1611.
Anything in this Section 1611 to the contrary notwithstanding, the provisions of
this Section 1611 shall not apply to a merger or consolidation of another
corporation with or into the Company pursuant to which both of the following
conditions are applicable: (i) the Company is the surviving corporation and (ii)
the outstanding shares of common stock of the Company are not changed or
converted into any other securities or property (including cash) or changed in
number or character or reclassified pursuant to the terms of such merger or
consolidation.

     As evidence of the kind and amount of shares of stock or other securities
or property (including cash) into which Securities may properly be convertible
after any such consolidation, merger or sale, or as to the appropriate
adjustments of the conversion prices applicable with respect thereto, the
Trustee shall be furnished with and may accept the certificate or opinion of an
independent certified public accountant with respect thereto; and, in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely thereon, and shall not be responsible or accountable to any Holder of
Securities for any provision in conformity therewith or approved by such
independent certified accountant which may be contained in said supplemental
indenture.

                               ARTICLE SEVENTEEN

                                 SUBORDINATION

     SECTION 1701.  Agreement to Subordinate.
                    ------------------------

     Except as otherwise provided in a supplemental indenture or pursuant to
Section 301, the Company agrees, and each Holder by accepting a Security agrees,
that the indebtedness evidenced by the Securities is subordinated in right of
payment, to the extent and in the manner provided in this Article Seventeen, to
the prior payment in full of all Senior Debt and that the subordination is for
the benefit of the holders of Senior Debt.

     Notwithstanding the foregoing, if a deposit referred to in Section 1404(a)
is made pursuant to Section 1402 or Section 1403 with respect to any Securities
(and provided all other

                                      91
<PAGE>

conditions set out in Section 1402 or 1403, as applicable, shall have been
satisfied with respect to such Securities), then, when the 90th day after such
deposit has ended, no money or Government Obligations so deposited, and no
proceeds thereon, will be subject to any rights of holders of Senior Debt,
including any such rights arising under this Article Seventeen.

     SECTION 1702.  Liquidation Dissolution; Bankruptcy.
                    -----------------------------------

     In the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its creditors, as such, or
to its assets, or (b) any liquidation, dissolution or other winding up of the
Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company:

     (1)  holders of Senior Debt shall be entitled to receive payment in full in
          cash of the principal thereof, premium, if any, Additional Amounts, if
          any, and interest (including interest accruing after the commencement
          of any such proceeding) to the date of payment on the Senior Debt
          before Holders shall be entitled to receive any payment of principal
          of or interest on Securities;

     (2)  until the Senior Debt is paid in full in cash, any distribution to
          which Holders or the Trustee would be entitled but for this Article
          Seventeen shall be made to holders of Senior Debt as their interests
          may appear for the application to the payment thereof, except that
          Holders may receive securities that are subordinated to Senior Debt to
          at least the same extent as the Securities; and

     (3)  the Trustee is entitled to conclusively rely upon an order or decree
          of a court of competent jurisdiction or a certificate of a bankruptcy
          trustee or other similar official for the purpose of ascertaining the
          persons entitled to participate in such distribution, the holders of
          Senior Debt and other Company debt, the amount thereof or payable
          thereon and all other pertinent facts relating to the Trustee's
          obligations under this Article Seventeen.

     In the event that, notwithstanding the foregoing provisions of this Section
1702, the Trustee or the Holder of any Security shall have received any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, including any such payment or distribution which
may be payable or deliverable by reason of the payment of any other indebtedness
of the Company being subordinated to the payment of the Securities, before all
Senior Debt is paid in full or payment thereof provided for, and if such fact
shall, at or prior to the time of such payment or distribution, have been made
known to a Responsible Officer of the Trustee in writing or, as the case may be,
such Holder, then and in such event such payment or distribution shall be paid
over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt. Any taxes that have been withheld or deducted from
any payment or distribution in respect of the Securities, or any taxes that
ought to have

                                      92
<PAGE>

been withheld or deducted from any such payment or distribution that have been
remitted to the relevant taxing authority, shall not be considered to be an
amount that the Trustee or the Holder of any Security receives for purposes of
this Section 1702.

     SECTION 1703.  Default on Senior Debt.
                    ----------------------

     The Company may not pay principal, premium, interest or Additional Amounts
on the Securities and may not acquire any Securities for cash or property other
than capital stock of the Company if:

     (1)  (a) in the event and during the continuation of any default in the
          payment of principal, premium, if any, or interest on any Senior Debt
          beyond any applicable grace period with respect thereto or (b) a
          default on Senior Debt occurs and is continuing that permits holders
          of such Senior Debt (or a trustee on their behalf) to accelerate its
          maturity, or

     (2)  the default is the subject of judicial proceedings or the Company
          receives a notice of the default from a person who may give it
          pursuant to Section 1711. If the Company receives any such notice, a
          similar notice received within nine months thereafter relating to the
          same default on the same issue of Senior Debt shall not be effective
          for purposes of this Section 1703.

     The Company may resume payments on the Securities and may acquire them
when:

     (a)  the default is cured or waived, or

     (b)  120 days pass after the notice is given if the default is not the
          subject of judicial proceedings,

     if this Article Seventeen otherwise permits the payment or acquisition at
that time.

     SECTION 1704.  Acceleration of Securities.
                    --------------------------

     In the event that any Securities are declared due and payable before their
Stated Maturity, then and in such event the holders of Senior Debt shall be
entitled to receive payment in full of all amounts due or to become due on or in
respect of all Senior Debt or provision shall be made for such payment in cash,
before the Holders of the Securities are entitled to receive any payment
(including any payment which may be payable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of the
Securities) by the Company on account of the principal of, premium, if any,
Additional Amounts, if any or interest on the Securities or on account of the
purchase or other acquisition of Securities; provided, however, that nothing in
this Section 1704 shall prevent the satisfaction of any sinking fund payment in
accordance with Article Twelve by delivering and crediting pursuant to Section
1202 Securities which have been acquired (upon redemption or otherwise) prior to
such declaration of acceleration; provided, further, money deposited pursuant to
Section 402 not in violation of this Indenture shall not be subject to the
claims of holders of Senior Debt.

                                      93
<PAGE>

     In the event that, notwithstanding the forgoing, the Company shall make any
payment to the Trustee or the Holder of any Security prohibited by the foregoing
provisions of this Section 1704, and if such fact shall, at or prior to the time
of such payment, have been made known to a Responsible Officer of the Trustee in
writing or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Company.

     SECTION 1705.  When Distribution Must Be Paid Over.
                    -----------------------------------

     If a distribution is made to Holders that because of this Article Seventeen
should not have been made to them, the Holders who receive the distribution
shall hold it in trust for holders of Senior Debt and pay it over to them as
their interests may appear.

     SECTION 1706.  Notice by Company.
                    -----------------

     The Company shall promptly notify the Trustee, in writing, and any Paying
Agent of any facts known to the Company that would cause a payment on the
Securities to violate this Article Seventeen.

     SECTION 1707.  Subrogation.
                    -----------

     After all Senior Debt is paid in full and until the Securities are paid in
full, Holders shall be subrogated to the rights of holders of Senior Debt to
receive payments or distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders have been applied to the payment
of Senior Debt.  A payment or distribution made under this Article to holders of
Senior Debt which otherwise would have been made to Holders is not, as among the
Company, its creditors other than the holders of Senior Debt and Holders, a
payment or distribution by the Company on account of the Senior Debt.

     SECTION 1708.  Relative Rights.
                    ---------------

     This Article Seventeen is intended solely to define the relative rights of
Holders on the one hand and the holders of Senior Debt on the other hand.
Nothing in this Indenture or in the Securities shall:

     (1)  impair, as among the Company, its creditors other than holders of
          Senior Debt and the Holders of the Securities, the obligation of the
          Company, which is absolute and unconditional, to pay to the Holders of
          the Securities the principal of, premium, if any, Additional Amounts,
          if any, and interest on the Securities as and when the same shall
          become due and payable in accordance with their terms;

     (2)  affect the relative rights of Holders and creditors of the Company
          other than holders of Senior Debt; or

     (3)  prevent the Trustee or any Holder (or to the extent expressly provided
          herein, the holder of any Preferred Security) from exercising its
          available remedies upon an

                                      94
<PAGE>

          Event of Default, subject to the rights of holders of Senior Debt to
          receive payments or distributions otherwise payable to Holders or the
          Trustee.

     If the Company fails because of this Article Seventeen to pay principal,
premium, if any, Additional Amounts, if any, or interest on a Security on the
due date, such failure shall constitute a default hereunder.

     SECTION 1709.  Subordination May Not Be Impaired By Company.
                    --------------------------------------------

     No right of any holder of Senior Debt to enforce the subordination of the
indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company or by its failure to comply with this Indenture.

     SECTION 1710.  Distribution or Notice to Representative.
                    ----------------------------------------

     Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

     SECTION 1711.  Rights of Trustee and Paying Agent.
                    ----------------------------------

     The Trustee or any Paying Agent may continue to make payments on the
Securities until it receives written notice of facts that would cause a payment
of principal of or interest on the Securities to violate this Article Seventeen.
Only the Company, a Representative or a holder of an issue of Senior Debt that
has no Representative may give the written notice.

     The Trustee has no fiduciary duty to the holders of Senior Debt other than
as created under this Indenture. The Trustee in its individual or any other
capacity may hold Senior Debt with the same rights it would have if it were not
Trustee.

     The Company's obligation to pay, and the Company's payment of, the amounts
required by Section 606 are excluded from the operation of this Article
Seventeen.

     SECTION 1712.  Payment Permitted in Certain Situations.
                    ---------------------------------------

     Nothing contained in this Article Seventeen or elsewhere in this Indenture
or in any of the Securities shall prevent

     (1)  the Company, at any time except during the pendency of any case,
          proceeding, dissolution, liquidation or other winding up, assignment
          for the benefit of creditors or other marshalling of assets and
          liabilities of the Company referred to in Section 1702 or under the
          conditions described in Section 1703 or 1704, from making payments at
          any time of or on account of the principal of, premium, if any,
          Additional Amounts, if any or interest on the Securities or on account
          of the purchase or other acquisition of the Securities, or

                                      95
<PAGE>

     (2)  the application by the Trustee of any money deposited with it
          hereunder to the payment of or on account of the principal of,
          premium, if any, Additional Amounts, if any, or interest on the
          Securities or the retention of such payment by the Holders, if, at the
          time of such application by the Trustee, it did not have knowledge (in
          accordance with Section 1706) that such payment would have been
          prohibited by the provisions of this Article Seventeen.

     SECTION 1713.  Trustee to Effectuate Subordination.
                    -----------------------------------

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

     SECTION 1714.  Reliance on Judicial Order or Certificate of Liquidating
                    --------------------------------------------------------
                    Agent.
                    -----

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

     SECTION 1715.  Article Applicable to Paying Agents.
                    -----------------------------------

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

                                      96
<PAGE>

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

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

                                        JOHN HANCOCK FINANCIAL SERVICES, INC.



                                        By: ____________________________
                                             Name:
                                             Title:



                                        THE CHASE MANHATTAN BANK,
                                        as Trustee



                                        By: ____________________________
                                             Name:
                                             Title:

                                      97
<PAGE>

                                                                     EXHIBIT A-1

              FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
               TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                      PAYABLE PRIOR TO THE EXCHANGE DATE
                                  CERTIFICATE


[Insert title or sufficient description of Securities to be delivered]

     This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
companies, or any estate or trust the income of which is subject to United
States federal income taxation regardless of its source ("United States
person(s)"), (ii) are owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as "financial institutions") purchasing for their own account
or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise John Hancock Financial Services, Inc. or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the United States Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

     As used herein, "United States" means the United States of America
(including the states and the District of Columbia); and "possessions" include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

     We undertake to advise you promptly by facsimile transmission on or prior
to the date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
operating procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

     This certificate excepts and does not relate to [U.S. $]_________ of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand an exchange for an interest in a
permanent global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

                                      98
<PAGE>

     We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: _________________, 200_

[To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment Date occurring prior to the
Exchange Date, as applicable]


[Name of Person Making Certification]



___________________________________________________
(Authorized Signatory)
Name:
Title:

                                      99
<PAGE>

                                                                     EXHIBIT A-2

          FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR BANK S.A./N.V.
         AND CLEARSTREAM BANKING, S.A. IN CONNECTION WITH THE EXCHANGE
               OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
              OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE
                                  CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

     This is to certify that, based solely on written certifications that we
have received in writing, or by electronic transmission from each of the persons
appearing in our records as persons entitled to a portion of the principal
amount set forth below (our "Member Organizations") substantially in the form
attached hereto, as of the date hereof, [U.S. $]____________________ principal
amount of the above-captioned Securities (i) is owned by person(s) that are not
citizens or residents of the United States, domestic companies, domestic
corporations or any estate or trust the income of which is subject to United
States federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as "financial institutions") purchasing for their own account
or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such financial institution has
agreed, on its own behalf or through its agent, that we may advise John Hancock
Financial Services, Inc. or its agent that such financial institution will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United
States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to
the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

     As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

     We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

                                      100
<PAGE>

     We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: ____________ 200_

[To be dated no earlier than the Exchange Date
or the relevant Interest Payment
Date occurring prior to the
Exchange Date, as applicable]
[Euroclear Bank S.A./N.V., as Operator of
the Euroclear System]
[Clearstream Banking, S.A.]


By: _____________________________________________

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<PAGE>

                                                                       EXHIBIT B

                                    FORM OF
                      EXCHANGE RATE OFFICER'S CERTIFICATE
                  ___________________________________________

     The undersigned, ______________________________, an officer of John Hancock
Financial Services, Inc., a Delaware corporation (the "Company"), in accordance
with the terms of the Indenture, dated as of _________________, 2001, between
the Company and The Chase Manhattan Bank, as Trustee (the "Indenture"), and
pursuant to authority delegated by the Board of Directors of the Company to the
undersigned in resolutions duly adopted by such Board at a meeting duly called
and held on __________, _______ (the "Resolutions"), does hereby certify that:

     1. The [exchange rate] [applicable bid quotation] in respect of the payment
to be made on [insert date] by the Company with respect to its [insert title of
security] is ____________________.

     2. The amount payable on [insert date] in respect of the Company's [insert
title of security] is ______________ per [$1,000] principal amount of such
security.

     IN WITNESS WHEREOF, I have hereunto signed by name.



Dated: _________________           _______________________________________

                                   Name: _________________________________

                                   Title: ________________________________


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