<PAGE>   1
                                                                    EXHIBIT 4(h)




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



                            FLORIDA POWER CORPORATION

                                       TO

                     --------------------------------------,

                                     TRUSTEE




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


                                    INDENTURE
                      (FOR [SUBORDINATED] DEBT SECURITIES)




                        DATED AS OF                , 200_
                                    ---------------

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



<PAGE>   2



                               TABLE OF CONTENTS*


<TABLE>
<S>                                                                                                              <C>
PARTIES...........................................................................................................1

RECITAL OF THE COMPANY............................................................................................1


ARTICLE I  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................................1

         Section 101. Definitions.................................................................................1
         Section 102. Compliance Certificates and Opinions........................................................8
         Section 103. Form of Documents Delivered to Trustee......................................................9
         Section 104. Acts of Holders............................................................................10
         Section 105. Notices, Etc. to Trustee and Company.......................................................11
         Section 106. Notice to Holders of Debt Securities; Waiver...............................................12
         Section 107. Conflict with Trust Indenture Act..........................................................13
         Section 108. Effect of Headings and Table of Contents...................................................13
         Section 109. Successors and Assigns.....................................................................13
         Section 110. Separability Clause........................................................................13
         Section 111. Benefits of Indenture......................................................................13
         Section 112. Governing Law..............................................................................13
         Section 113. Legal Holidays.............................................................................14

ARTICLE II  DEBT SECURITY FORMS..................................................................................14

         Section 201. Forms Generally............................................................................14
         Section 202. Form of Trustee's Certificate of Authentication............................................15
         Section 203. Debt Securities Issuable in the Form of a Global Security..................................15

ARTICLE III  THE DEBT SECURITIES.................................................................................18

         Section 301. Amount Unlimited; Issuable in Series.......................................................18
         Section 302. Denominations..............................................................................22
         Section 303. Execution, Authentication, Delivery and Dating.............................................22
         Section 304. Temporary Debt Securities..................................................................24
         Section 305. Registration, Registration of Transfer and Exchange........................................25
         Section 306. Mutilated, Destroyed, Lost and Stolen Debt Securities......................................26
         Section 307. Payment of Interest; Interest Rights Preserved.............................................27
         Section 308. Persons Deemed Owners......................................................................28
         Section 309. Cancellation by Debt Security Registrar....................................................29
         Section 310. Computation of Interest....................................................................29
</TABLE>

-----------------------
*        This table of contents shall not, for any purpose, be deemed to be a
         part of the Indenture.


                                       (i)

<PAGE>   3

<TABLE>
<S>                                                                                                             <C>
         Section 311. Payment to be in Proper Currency...........................................................29
         [Section 312. Extension of Interest Payment.............................................................30]

ARTICLE IV  REDEMPTION OF DEBT SECURITIES........................................................................30

         Section 401. Applicability of Article...................................................................30
         Section 402. Election to Redeem; Notice to Trustee......................................................30
         Section 403. Selection of Debt Securities to be Redeemed................................................30
         Section 404. Notice of Redemption.......................................................................31
         Section 405. Debt Securities Payable on Redemption Date.................................................32
         Section 406. Debt Securities Redeemed in Part...........................................................33

ARTICLE V  SINKING FUNDS.........................................................................................33

         Section 501. Applicability of Article...................................................................33
         Section 502. Satisfaction of Sinking Fund Payments with Debt Securities.................................34
         Section 503. Redemption of Debt Securities for Sinking Fund.............................................34

ARTICLE VI  COVENANTS............................................................................................35

         Section 601. Payment of Principal, Premium and Interest.................................................35
         Section 602. Maintenance of Office or Agency............................................................35
         Section 603. Money for Debt Securities Payments to be Held in Trust.....................................36
         Section 604. Corporate Existence........................................................................37
         Section 605. Maintenance of Properties..................................................................37
         Section 606. Annual Officer's Certificate as to Compliance..............................................37
         Section 607. Waiver of Certain Covenants................................................................38

ARTICLE VII  SATISFACTION AND DISCHARGE..........................................................................38

         Section 701. Satisfaction and Discharge of Debt Securities..............................................38
         Section 702. Satisfaction and Discharge of Indenture....................................................41
         Section 703. Application of Trust Money.................................................................41

ARTICLE VIII  EVENTS OF DEFAULT; REMEDIES........................................................................42

         Section 801. Events of Default..........................................................................42
         Section 802. Acceleration of Maturity; Rescission and Annulment.........................................44
         Section 803. Collection of Indebtedness and Suits for Enforcement by Trustee............................45
         Section 804. Trustee May File Proofs of Claim...........................................................46
         Section 805. Trustee May Enforce Claims Without Possession of Debt Securities...........................46
         Section 806. Application of Money Collected.............................................................47
         Section 807. Limitation on Suits........................................................................47
         Section 808. Unconditional Right of Holders to Receive Principal, Premium and Interest..................48
         Section 809. Restoration of Rights and Remedies.........................................................48
         Section 810. Rights and Remedies Cumulative.............................................................48
</TABLE>


                                      (ii)

<PAGE>   4


<TABLE>
<S>                                                                                                              <C>
         Section 811. Delay or Omission Not Waiver...............................................................49
         Section 812. Control by Holders of Debt Securities......................................................49
         Section 813. Waiver of Past Defaults....................................................................49
         Section 814. Undertaking for Costs......................................................................50
         Section 815. Waiver of Stay or Extension Laws...........................................................50

ARTICLE IX  THE TRUSTEE..........................................................................................51

         Section 901. Certain Duties and Responsibilities........................................................51
         Section 902. Notice of Defaults.........................................................................52
         Section 903. Certain Rights of Trustee..................................................................52
         Section 904. Not Responsible for Recitals or Issuance of Debt Securities................................53
         Section 905. May Hold Debt Securities...................................................................54
         Section 906. Money Held in Trust........................................................................54
         Section 907. Compensation and Reimbursement.............................................................54
         Section 908. Disqualification; Conflicting Interests....................................................55
         Section 909. Corporate Trustee Required; Eligibility....................................................55
         Section 910. Resignation and Removal; Appointment of Successor..........................................56
         Section 911. Acceptance of Appointment by Successor.....................................................58
         Section 912. Merger, Conversion, Consolidation or Succession to Business................................59
         Section 913. Preferential Collection of Claims Against Company..........................................59
         Section 914. Co-trustees and Separate Trustees..........................................................60
         Section 915. Appointment of Authenticating Agent........................................................61

ARTICLE X  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.....................................................63

         Section 1001. Lists of Holders..........................................................................63
         Section 1002. Reports by Trustee and Company............................................................63

ARTICLE XI  CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER..................................................64

         Section 1101. Company May Consolidate, Etc., Only on Certain Terms......................................64
         Section 1102. Successor Corporation Substituted.........................................................64

ARTICLE XII  SUPPLEMENTAL INDENTURES.............................................................................65

         Section 1201. Supplemental Indentures Without Consent of Holders........................................65
         Section 1202. Supplemental Indentures With Consent of Holders...........................................66
         Section 1203. Execution of Supplemental Indentures......................................................68
         Section 1204. Effect of Supplemental Indentures.........................................................68
         Section 1205. Conformity With Trust Indenture Act.......................................................68
         Section 1206. Reference in Debt Securities to Supplemental Indentures...................................69
         Section 1207. Modification Without Supplemental Indenture...............................................69

ARTICLE XIII  MEETINGS OF HOLDERS; ACTION WITHOUT MEETING........................................................69

         Section 1301. Purposes for Which Meetings May be Called.................................................69
</TABLE>


                                     (iii)

<PAGE>   5

<TABLE>
<S>                                                                                                              <C>
         Section 1302. Call, Notice and Place of Meetings........................................................69
         Section 1303. Persons Entitled to Vote at Meetings......................................................70
         Section 1304. Quorum; Action............................................................................70
         Section 1305. Attendance at Meetings; Determination of Voting Rights; Conduct
                         and Adjournment of Meetings.............................................................71
         Section 1306. Counting Votes and Recording Action of Meetings...........................................72
         Section 1307. Action Without Meeting....................................................................73

ARTICLE XIV  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.....................................73

         Section 1401. Liability Solely Corporate................................................................73

[ARTICLE XV  SUBORDINATION OF SECURITIES.........................................................................73

         Section 1501. Securities Subordinate to Senior Indebtedness.............................................73
         Section 1502. Payment Over of Proceeds of Securities....................................................74
         Section 1503. Disputes with Holders of Certain Senior Indebtedness......................................76
         Section 1504. Subrogation...............................................................................76
         Section 1505. Obligation of the Company Unconditional...................................................77
         Section 1506. Priority of Senior Indebtedness Upon Maturity.............................................77
         Section 1507. Trustee as Holder of Senior Indebtedness..................................................77
         Section 1508. Notice to Trustee to Effectuate Subordination.............................................78
         Section 1509. Modification, Extension, etc. of Senior Indebtedness......................................78
         Section 1510. Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness...........................78
         Section 1511. Paying Agents Other than the Trustee......................................................79
         Section 1512. Rights of Holders of Senior Indebtedness Not Impaired.....................................79
         Section 1513. This Article Not to Prevent Events of Default.............................................79
         Section 1514. Effect of Subordination Provisions; Termination...........................................79]

TESTIMONIUM......................................................................................................80


SIGNATURE AND SEALS..............................................................................................81
</TABLE>


                                      (iv)

<PAGE>   6


                            FLORIDA POWER CORPORATION
           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                AND INDENTURE, DATED AS OF _______________, 200_

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                                             INDENTURE SECTION
<S>     <C>    <C>                                                                      <C>

ss.310 (a)(1)   ......................................................................  909
       (a)(2)   ......................................................................  909
       (a)(3)   ......................................................................  914
       (a)(4)   ......................................................................  Not Applicable
       (b)      ......................................................................  908, 910
ss.311 (a)      ......................................................................  913
       (b)      ......................................................................  913
       (c)      ......................................................................  913
ss.312 (a)      ......................................................................  1001
       (b)      ......................................................................  1001
       (c)      ......................................................................  1001
ss.313 (a)      ......................................................................  1002
       (b)      ......................................................................  1002
       (c)      ......................................................................  1002
       (d)      ......................................................................  1002
ss.314 (a)      ......................................................................  1002
       (a)(4)   ......................................................................  606
       (b)      ......................................................................  Not Applicable
       (c)(1)   ......................................................................  102
       (c)(2)   ......................................................................  102
       (c)(3)   ......................................................................  Not Applicable
       (d)      ......................................................................  Not Applicable
       (e)      ......................................................................  102
ss.315 (a)      ......................................................................  901, 903
       (b)      ......................................................................  902
       (c)      ......................................................................  901
       (d)      ......................................................................  901
       (e)      ......................................................................  814
ss.316 (a)      ......................................................................  812
                ......................................................................  813
       (a)(1)(A)......................................................................  802, 812
       (a)(1)(B)......................................................................  813
       (a)(2)   ......................................................................  Not Applicable
       (b)      ......................................................................  808
       (c)      ......................................................................  104(g)
ss.317 (a)(1)   ......................................................................  803
       (a)(2)   ......................................................................  804
       (b)      ......................................................................  603
ss.318 (a)      ......................................................................  107
</TABLE>


                                      (v)
<PAGE>   7



         INDENTURE (FOR [SUBORDINATED]* DEBT SECURITIES), dated as of
______________, 200_, between FLORIDA POWER CORPORATION, a corporation duly
organized and existing under the laws of the State of Florida (herein called the
"Company"), having its principal office at One Progress Plaza, St. Petersburg,
Florida 33701, and __________________, a ________________________, having its
principal corporate trust office at _____________________________________, as
Trustee (herein called the "Trustee").


                             RECITAL OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its
[subordinated]* debentures, notes or other evidences of indebtedness (herein
called the "Debt Securities"), in an unlimited aggregate principal amount, to be
issued in one or more series as contemplated herein; and all acts necessary to
make this Indenture a valid agreement of the Company have been performed.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires, capitalized terms
used herein shall have the meanings assigned to them in Article I of this
Indenture.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


SECTION 101.      DEFINITIONS.

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

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

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

*        Bracketed language will be inserted in the Indenture under which
         subordinated Securities will be issued.


                                       1
<PAGE>   8

                  (b)      all terms used herein without definition that are
         defined in the Trust Indenture Act, either directly or by reference
         therein, have the meanings assigned to them therein;

                  (c)      all accounting terms not otherwise defined herein
         have the meanings assigned to them in accordance with generally
         accepted accounting principles in the United States, and, except as
         otherwise herein expressly provided, the term "generally accepted
         accounting principles" with respect to any computation required or
         permitted hereunder shall mean such accounting principles as are
         generally accepted in the United States at the date of such computation
         or, at the election of the Company from time to time, at the date of
         the execution and delivery of this Indenture; provided, however, that
         in determining generally accepted accounting principles applicable to
         the Company, the Company shall, to the extent required, conform to any
         order, rule or regulation of any administrative agency, regulatory
         authority or other governmental body having jurisdiction over the
         Company; and

                  (d)      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.

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

                  "ACT," when used with respect to any Holder of a Debt
Security, has the meaning specified in Section 104.

                  "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 Person (other than the
Company or an Affiliate of the Company) authorized by the Trustee pursuant to
Section 915 to act on behalf of the Trustee to authenticate one or more series
of Debt Securities or Tranche thereof.

                  "AUTHORIZED OFFICER" means the Chairman of the Board, the
President, any Vice President, the Treasurer or any other duly authorized
officer of the Company.

                  "BOARD OF DIRECTORS" means either the board of directors of
the Company or any committee thereof duly authorized to act or any director or
directors and/or officer or officers of the Company to whom that board or
committee shall have duly delegated its authority in respect of matters relating
to this Indenture.

                  "BOARD RESOLUTION" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.


                                       2
<PAGE>   9

                  "BUSINESS DAY," when used with respect to a Place of Payment
or any other particular location specified in the Debt Securities or this
Indenture, means any day, other than a Saturday or Sunday, which is not a day on
which banking institutions or trust companies in such Place of Payment or other
location are generally authorized or required by law, regulation or executive
order to remain closed, except as may be otherwise specified as contemplated by
Section 301.

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

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

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

                  "CORPORATE TRUST OFFICE" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution and delivery of this
Indenture is located at ________________________________.

                  "CORPORATION" means a corporation, association, company,
limited liability company, joint stock company or business trust.

                  "DEBT SECURITIES" has the meaning stated in the first recital
of this Indenture and more particularly means any securities authenticated and
delivered under this Indenture.

                  "DEBT SECURITY REGISTER" and "DEBT SECURITY REGISTRAR" have
the respective meanings specified in Section 305.

                  "DEFAULTED INTEREST" has the meaning specified in Section 307.

                  "DEPOSITARY" shall mean, with respect to Debt Securities of
any series, for which the Company shall determine that such Debt Securities will
be issued as a Global Security, The Depository Trust Company, New York, New
York, another clearing agency, or any successor registered as a clearing agency
under the Exchange Act or other applicable statute or regulation, which, in each
case, shall be designated by the Company pursuant to Section 203(c).

                   "DISCOUNT DEBT SECURITY" means any Debt 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 802.

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


                                       3
<PAGE>   10

                  "ELIGIBLE OBLIGATIONS" means:

                  (a)      with respect to Debt Securities denominated in
         Dollars, Government Obligations; or

                  (b)      with respect to Debt Securities denominated in a
         currency other than Dollars or in a composite currency, such other
         obligations or instruments as shall be specified with respect to such
         Debt Securities, as contemplated by Section 301.

                  "EVENT OF DEFAULT" has the meaning specified in Section 801.

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

                  "GLOBAL SECURITY" means, with respect to the Debt Securities,
a Debt Security executed by the Company and delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction, all in accordance with
this Indenture, which shall be registered in the name of the Depositary or its
nominee.

                  "GOVERNMENTAL AUTHORITY" means the government of the United
States or of any state or territory thereof or of the District of Columbia or of
any county, municipality or other political subdivision of any thereof, or any
department, agency, authority or other instrumentality of any of the foregoing.

                  "GOVERNMENT OBLIGATIONS" means:

                  (a)      direct obligations of, or obligations the principal
         of and interest on which are unconditionally guaranteed by, the United
         States entitled to the benefit of the full faith and credit thereof;
         and

                  (b)      certificates, depositary receipts or other
         instruments that evidence a direct ownership interest in obligations
         described in clause (a) above or in any specific interest or principal
         payments due in respect thereof; provided, however, that the custodian
         of such obligations or specific interest or principal payments shall be
         a bank or trust company (which may include the Trustee or any Paying
         Agent) subject to federal or state supervision or examination with a
         combined capital and surplus of at least $100,000,000; and provided,
         further, that except as may be otherwise required by law, such
         custodian shall be obligated to pay to the holders of such
         certificates, depositary receipts or other instruments the full amount
         received by such custodian in respect of such obligations or specific
         payments and shall not be permitted to make any deduction therefrom.

                  "HOLDER" means a Person in whose name a Debt Security is
registered in the Debt Security Register.

                  "INDENTURE" means this instrument as originally executed and
delivered and as it may from time to time be supplemented or amended by one or
more indentures or Officer's Certificates supplemental hereto entered into
pursuant to the applicable provisions hereof and


                                       4
<PAGE>   11

shall include the terms of particular series of Debt Securities established as
contemplated by Section 301.

                  "INTEREST" with respect to a Discount Debt Security means
interest, if any, borne by such Debt Security at a Stated Interest Rate.

                  "INTEREST PAYMENT DATE," when used with respect to any Debt
Security, means the Stated Maturity of an installment of interest on such Debt
Security.

                  "MATURITY," when used with respect to any Debt Security, means
the date on which the principal of such Debt Security or an installment of
principal becomes due and payable as provided in such Debt Security or in this
Indenture, whether at the Stated Maturity, by declaration of acceleration, upon
call for redemption or otherwise.

                  "OFFICER'S CERTIFICATE" means a certificate signed by an
Authorized Officer and delivered to the Trustee.

                  "OPINION OF COUNSEL" means a written opinion of counsel, who
may be counsel for the Company, or other counsel acceptable to the Trustee.

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

                  (a)      Debt Securities theretofore canceled by the Trustee
         or the Debt Security Registrar or delivered to the Trustee or the Debt
         Security Registrar for cancellation;

                  (b)      Debt Securities deemed to have been paid in
         accordance with Section 701; and

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

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Debt Securities Outstanding under this
Indenture, or the Outstanding Debt Securities of any series or Tranche, have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder or whether or not a quorum is present at a meeting of Holders of Debt
Securities,

                           (x)      Debt Securities owned by the Company or any
                  other obligor upon the Debt Securities or any Affiliate of the
                  Company or of such other obligor (unless the Company, such
                  Affiliate or such obligor owns all Debt Securities Outstanding
                  under this Indenture, or all Outstanding Debt Securities of
                  each such


                                       5
<PAGE>   12

                  series and each such Tranche, as the case may be, determined
                  without regard to this clause (x)) shall be disregarded and
                  deemed not to be Outstanding, except that, in determining
                  whether the Trustee shall be protected in relying upon any
                  such request, demand, authorization, direction, notice,
                  consent or waiver or upon any such determination as to the
                  presence of a quorum, only Debt Securities that the Trustee
                  knows to be so owned shall be so disregarded; provided,
                  however, that Debt Securities so owned that have been pledged
                  in good faith may be regarded as Outstanding if the pledgee
                  establishes to the satisfaction of the Trustee the pledgee's
                  right so to act with respect to such Debt Securities and that
                  the pledgee is not the Company or any other obligor upon the
                  Debt Securities or any Affiliate of the Company or of such
                  other obligor; and

                           (y)      the principal amount of a Discount Debt
                  Security that shall be deemed to be Outstanding for such
                  purposes shall be the amount of the principal thereof that
                  would be due and payable as of the date of such determination
                  upon a declaration of acceleration of the Maturity thereof
                  pursuant to Section 802;

provided, further, that, in the case of any Debt Security the principal of which
is payable from time to time without presentment or surrender, the principal
amount of such Debt Security that shall be deemed to be Outstanding at any time
for all purposes of this Indenture shall be the original principal amount
thereof less the aggregate amount of principal thereof theretofore paid.

                  "PAYING AGENT" means any Person, including the Company,
authorized by the Company to pay the principal of, premium, if any, or interest,
if any, on any Debt Securities on behalf of the Company.

                  "PERIODIC OFFERING" means an offering of Debt Securities of a
series from time to time any or all of the specific terms of which Debt
Securities, including without limitation the rate or rates of interest, if any,
thereon, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or
its agents upon the issuance of such Debt Securities.

                  "PERSON" means any individual, corporation, partnership, joint
venture, trust or unincorporated organization or any Governmental Authority.

                  "PLACE OF PAYMENT," when used with respect to the Debt
Securities of any series, or Tranche thereof, means the place or places,
specified as contemplated by Section 301, at which, subject to Section 602,
principal of and premium, if any, and interest, if any, on the Debt Securities
of such series or Tranche are payable.

                  "PREDECESSOR DEBT SECURITY" of any particular Debt Security
means every previous Debt Security evidencing all or a portion of the same debt
as that evidenced by such particular Debt Security; and, for the purposes of
this definition, any Debt Security authenticated and delivered under Section 306
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Debt
Security shall be deemed (to the extent lawful) to evidence the same debt as the
mutilated, destroyed, lost or stolen Debt Security.


                                       6
<PAGE>   13

                  "REDEMPTION DATE," when used with respect to any Debt Security
to be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

                  "REDEMPTION PRICE," when used with respect to any Debt
Security to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.

                  "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the Debt Securities of any series means the date specified for
that purpose as contemplated by Section 301.

                  "REQUIRED CURRENCY" has the meaning specified in Section 311.

                  "RESPONSIBLE OFFICER," when used with respect to the Trustee,
means any officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

                  ["SENIOR INDEBTEDNESS" means all obligations (other than
non-recourse obligations and the indebtedness issued under this Indenture) of,
or guaranteed or assumed by, the Company for borrowed money, including both
senior and subordinated indebtedness for borrowed money (other than the Debt
Securities), or for the payment of money relating to any lease that is
capitalized on the consolidated balance sheet of the Company and its
subsidiaries in accordance with generally accepted accounting principles as in
effect from time to time, or evidenced by bonds, debentures, notes or other
similar instruments, and in each case, amendments, renewals, extensions,
modifications and refundings of any such indebtedness or obligations, whether
existing as of the date of this Indenture or subsequently incurred by the
Company.]*

                  "SPECIAL RECORD DATE" for the payment of any Defaulted
Interest on the Debt Securities of any series means a date fixed by the Trustee
pursuant to Section 307.

                  "STATED INTEREST RATE" means a rate (whether fixed or
variable) at which an obligation by its terms is stated to bear interest. Any
calculation or other determination to be made under this Indenture by reference
to the Stated Interest Rate on a Debt Security shall be made without regard to
the effective interest cost to the Company of such Debt Security and without
regard to the Stated Interest Rate on, or the effective cost to the Company of,
any other indebtedness in respect of which the Company's obligations are
evidenced or secured in whole or in part by such Debt Security.

                  "STATED MATURITY," when used with respect to any obligation or
any installment of principal thereof or interest thereon, means the date on
which the principal of such obligation or such installment of principal or
interest is stated to be due and payable (without regard to any provisions for
redemption, prepayment, acceleration, purchase or extension).


--------------------------
*        Bracketed language will be inserted in the Indenture under which
         subordinated Debt Securities will be issued.


                                       7
<PAGE>   14

                  "TRANCHE" means a group of Debt Securities that (a) are of the
same series and (b) have identical terms except as to principal amount.

                  "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as
in force and effect as of the date of execution of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is succeeded by
another statute or is amended after such date, "Trust Indenture Act" shall mean
such successor statute or the Trust Indenture Act of 1939, as so amended, to the
extent such successor statute or amendment is applicable to this Indenture or to
the actions of the Company or the Trustee under or pursuant to this Indenture.

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

                  "UNITED STATES" means the United States of America, its
Territories, its possessions and other areas subject to its political
jurisdiction.

SECTION 102.     COMPLIANCE CERTIFICATES AND OPINIONS.

                  Except as otherwise expressly provided in this Indenture, 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 Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

                  (b)      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;

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


                                       8
<PAGE>   15

                  (d)      a statement as to whether, in the opinion of each
         such Person, 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 with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

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

                  Whenever, subsequent to the receipt by the Trustee of any
Board Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary notwithstanding, if any
such corrective document or instrument indicates that action has been taken by
or at the request of the Company which could not have been taken had the
original document or instrument not contained such error or omission, the action
so taken shall not be invalidated or otherwise rendered ineffective but shall be
and remain in full force and effect (except to the extent that such action was a
result of willful misconduct or bad faith or had or could be expected to have a
material adverse effect on the Holders of any Debt Securities hereunder).
Without limiting the generality of the foregoing, any Debt Securities issued
under the authority of such defective document or instrument shall nevertheless
be the valid obligations of the Company entitled to the benefits of this
Indenture equally and ratably with all other Outstanding Debt Securities.


                                       9
<PAGE>   16

SECTION 104.     ACTS OF HOLDERS.

                  (a)      Any request, demand, authorization, direction,
         notice, consent, election, waiver or other action provided by this
         Indenture to be made, given or taken by Holders may be embodied in and
         evidenced by one or more instruments of substantially similar tenor
         signed by such Holders in person or by an agent duly appointed in
         writing or, alternatively, may be embodied in and evidenced by the
         record of Holders voting in favor thereof, either in person or by
         proxies duly appointed in writing, at any meeting of Holders duly
         called and held in accordance with the provisions of Article XIII, or a
         combination of such instruments and any such record. Except as herein
         otherwise expressly provided, 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
         and 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 Debt Security, shall be sufficient for any purpose
         of this Indenture and (subject to Section 901) conclusive in favor of
         the Trustee and the Company, if made in the manner provided in this
         Section. The record of any meeting of Holders shall be proved in the
         manner provided in Section 1306.

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

                  (c)      The principal amount (except as otherwise
         contemplated in clause (y) of the proviso to the definition of
         Outstanding) and serial numbers of Debt Securities held by any Person,
         and the date of holding the same, shall be proved by the Debt Security
         Register.

                  (d)      Any request, demand, authorization, direction,
         notice, consent, election, waiver or other Act of a Holder shall bind
         every future Holder of the same Debt Security and the Holder of every
         Debt 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 or the Company in
         reliance thereon, whether or not notation of such action is made upon
         such Debt Security.

                  (e)      Until such time as written instruments shall have
         been delivered to the Trustee with respect to the requisite percentage
         of principal amount of Debt Securities for the action contemplated by
         such instruments, any such instrument executed and delivered by or on
         behalf of a Holder may be revoked with respect to any or all of such
         Debt


                                       10
<PAGE>   17

         Securities by written notice by such Holder or any subsequent Holder,
         proven in the manner in which such instrument was proven.

                  (f)      Debt Securities of any series, or any Tranche
         thereof, authenticated and delivered after any Act of Holders may, and
         shall if required by the Trustee, bear a notation in form approved by
         the Trustee as to any action taken by such Act of Holders. If the
         Company shall so determine, new Debt Securities of any series, or any
         Tranche thereof, so modified as to conform, in the opinion of the
         Trustee and the Company, to such action may be prepared and executed by
         the Company and authenticated and delivered by the Trustee in exchange
         for Outstanding Debt Securities of such series or Tranche.

                  (g)      If the Company shall solicit from Holders any
         request, demand, authorization, direction, notice, consent, waiver or
         other Act, the Company may, at its option, 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. 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 the record date
         shall be deemed to be Holders for the purposes of determining whether
         Holders of the requisite proportion of the Outstanding Debt 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 Debt Securities shall be computed as of
         the record date.

SECTION 105.     NOTICES, ETC. TO TRUSTEE AND COMPANY.

                  Any request, demand, authorization, direction, notice,
consent, election, waiver or Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed
with, the Trustee by any Holder or by the Company, or 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 delivered personally to
an officer or other responsible employee of the addressee, or transmitted by
facsimile transmission or other direct written electronic means to such
telephone number or other electronic communications address as the parties
hereto shall from time to time designate, or transmitted by certified or
registered mail, charges prepaid, to the applicable address set opposite such
party's name below or to such other address as either party hereto may from time
to time designate:


                                       11
<PAGE>   18

If to the Trustee, to:

[Name]
[Address]

Attention:
Telephone:
Facsimile:


<TABLE>
<S>                                           <C>
If to the Company, to:                        With copy to:

Florida Power Corporation                     Progress Energy, Inc.
One Progress Plaza                            411 Fayetteville Street
St. Petersburg, Florida 33701                 Raleigh, North Carolina 27601-1748

Attention:                                    Attention:
Telephone:                                    Telephone:
Facsimile:                                    Facsimile:
</TABLE>

                  Any communication contemplated herein shall be deemed to have
been made, given, furnished and filed if personally delivered, on the date of
delivery, if transmitted by facsimile transmission or other direct written
electronic means, upon date of receipt of the transmission, and if transmitted
by certified or registered mail, on the date of receipt.

SECTION 106.     NOTICE TO HOLDERS OF DEBT SECURITIES; WAIVER.

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

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

                  Any notice required by this Indenture may be waived in writing
by the Person entitled to receive such notice, either before or after the event
otherwise to be specified therein, 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.


                                       12
<PAGE>   19

SECTION 107.     CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision hereof that is required or deemed to be
included in this Indenture by, or is otherwise governed by, any of the
provisions of the Trust Indenture Act, such other provision shall control; and
if any provision hereof otherwise conflicts with the Trust Indenture Act, the
Trust Indenture Act shall control.

SECTION 108.     EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109.     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 110.     SEPARABILITY CLAUSE.

                  In case any provision in this Indenture or the Debt Securities
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 111.     BENEFITS OF INDENTURE.

                  Nothing in this Indenture or the Debt Securities, express or
implied, shall give to any Person, other than the parties hereto, their
successors hereunder, the Holders, [and so long as the notice described in
Section 1514 hereof has not been given, the holders of Senior Indebtedness,]*
any benefit or any legal or equitable right, remedy or claim under this
Indenture.

SECTION 112.     GOVERNING LAW.

                  This Indenture and the Debt Securities shall be governed by
and construed in accordance with the laws of the State of ______________,
without regard to conflicts of law principles thereof, except to the extent that
the law of any other jurisdiction shall be mandatorily applicable.

SECTION 113.     LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Debt Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of
the Debt Securities other than a provision in Debt


-----------------------
*        Bracketed language will be inserted in the Indenture under which
         subordinated Debt Securities will be issued.


                                       13
<PAGE>   20

Securities of any series, or any Tranche thereof, or in the indenture
supplemental hereto, Board Resolution or Officer's Certificate that establishes
the terms of the Debt Securities of such series or Tranche, which specifically
states that such provision shall apply in lieu of this Section) payment of
interest or principal and premium, if any, 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 or Redemption Date, or at the Stated Maturity, and, if such payment
is made or duly provided for on such Business Day, no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, to such Business Day.

                                   ARTICLE II

                               DEBT SECURITY FORMS


SECTION 201.      FORMS GENERALLY.

                  The definitive Debt Securities of each series shall be in
substantially the form or forms thereof established in the indenture
supplemental hereto establishing such series or in a Board Resolution
establishing such series, or in an Officer's Certificate pursuant to such
supplemental indenture or Board Resolution, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Debt
Securities, as evidenced by their execution of the Debt Securities. If the form
or forms of Debt Securities of any series are established in a Board Resolution
or in an Officer's Certificate pursuant to an indenture supplement hereto or to
a Board Resolution, such Board Resolution and Officer's Certificate, if any,
shall be 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
Debt Securities.

                  Unless otherwise specified as contemplated by Sections 301 or
1201(g), the Debt Securities of each series shall be issuable in registered form
without coupons. The definitive Debt Securities shall be produced in such manner
as shall be determined by the officers executing such Debt Securities, as
evidenced by their execution thereof.

SECTION 202.     FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                  The Trustee's certificate of authentication shall be in
substantially the form set forth below:


                                       14
<PAGE>   21

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



         Dated:
               --------------------          -----------------------------------
                                             as Trustee

                                             By:
                                                --------------------------------
                                                    Authorized Representative


         SECTION 203. DEBT SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY.

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

                  (b)      Notwithstanding any other provision of this Section
         or of Section 305, except as contemplated by the provisions of
         paragraph (c) below, unless the terms of a Global Security expressly
         permit such Global Security to be exchanged in whole or in part for
         individual Debt Securities, a Global Security may be transferred, in
         whole but not in part and in the manner provided in Section 305, only
         to a nominee of the Depositary for such Global Security, or to the
         Depositary, or to a successor Depositary for such Global Security
         selected or approved by the Company, or to a nominee of such successor
         Depositary.

                  (c)      (1)      If at any time the Depositary for a Global
                  Security notifies the Company that it is unwilling or unable
                  to continue as the Depositary for such Global Security or if
                  at any time the Depositary for the Debt Securities for such
                  series shall no longer be eligible or in good standing under
                  the Exchange Act, or other applicable statute or regulation,
                  the Company shall appoint a successor Depositary with respect
                  to such Global Security. If a successor Depositary for such
                  Global Security is not appointed by the Company within 90 days
                  after the Company receives such notice or becomes aware of
                  such ineligibility, the Company will execute, and the Trustee,
                  upon receipt of a Company Order for the


                                       15
<PAGE>   22

                  authentication and delivery of Debt Securities of such series
                  in the form of definitive certificates in exchange for such
                  Global Security, will authenticate and deliver Debt Securities
                  of such series in the form of definitive certificates of like
                  tenor and terms in an aggregate principal amount equal to the
                  principal amount of the Global Security in exchange for such
                  Global Security. Such Debt Securities will be issued to and
                  registered in the name of such Person or Persons as are
                  specified by the Depositary.

                           (2)      The Company may at any time and in its sole
                  discretion determine that the Debt Securities of any series
                  issued or issuable in the form of one or more Global
                  Securities shall no longer be represented by such Global
                  Security or Securities. In any such event the Company will
                  execute, and the Trustee, upon receipt of a Company Request
                  for the authentication and delivery of Debt Securities in the
                  form of definitive certificates in exchange in whole or in
                  part for such Global Security, will authenticate and deliver
                  without service charge to each Person specified by the
                  Depositary Debt Securities in the form of definitive
                  certificates of like tenor and terms in an aggregate principal
                  amount equal to the principal amount of such Global Security
                  representing such series, or the aggregate principal amount of
                  such Global Securities representing such series, in exchange
                  for such Global Security or Securities.

                           (3)      If specified by the Company pursuant to
                  Section 301 with respect to Debt Securities issued or issuable
                  in the form of a Global Security, the Depositary for such
                  Global Security may surrender such Global Security in exchange
                  in whole or in part for Debt Securities in the form of
                  definitive certificates of like tenor and terms on such terms
                  as are acceptable to the Company and such Depositary.
                  Thereupon the Company shall execute, and the Trustee shall
                  authenticate and deliver, without service charge, (A) to each
                  Person specified by such Depositary a new Debt Security or
                  Securities of the same series of like tenor and terms and any
                  authorized denomination as requested by such Person in an
                  aggregate principal amount equal to and in exchange for such
                  Person's beneficial interest in the Global Security; and (B)
                  to such Depositary a new Global Security of like tenor and
                  terms and in an authorized denomination equal to the
                  difference, if any, between the principal amount of the
                  surrendered Global Security and the aggregate principal amount
                  of Debt Securities delivered to Holders thereof.

                           (4)      In any exchange provided for in any of the
                  preceding three subparagraphs, the Company shall execute and
                  the Trustee shall authenticate and deliver Debt Securities in
                  the form of definitive certificates in authorized
                  denominations. Upon the exchange of the entire principal
                  amount of a Global Security for Debt Securities in the form of
                  definitive certificates, such Global Security shall be
                  canceled by the Trustee. Except as provided in the immediately
                  preceding subparagraph, Debt Securities issued in exchange for
                  a Global Security pursuant to this Section shall be registered
                  in such names and in such authorized denominations as the
                  Depositary for such Global Security, acting pursuant to

                                       16
<PAGE>   23

                  instructions from its direct or indirect participants or
                  otherwise, shall instruct the Trustee. Provided that the
                  Company and the Trustee have so agreed, the Trustee shall
                  deliver such Debt Securities to the Persons in whose names the
                  Debt Securities are so to be registered.

                           (5)      Any endorsement of a Global Security to
                  reflect the principal amount thereof, or any increase or
                  decrease in such principal amount, or changes in the rights of
                  Holders of Outstanding Debt Securities represented thereby
                  shall be made in such manner and by such Person or Persons as
                  shall be specified in or pursuant to any applicable letter of
                  representations or other arrangement entered into with, or
                  procedures of, the Depositary with respect to such Global
                  Security or in the Company Order delivered or to be delivered
                  pursuant to Section 303 with respect thereto. Subject to the
                  provisions of Section 303, the Trustee shall deliver and
                  redeliver any such Global Security in the manner and upon
                  instructions given by the Person or Persons specified in or
                  pursuant to any applicable letter of representations or other
                  arrangement entered into with, or procedures of, the
                  Depositary with respect to such Global Security or in any
                  applicable Company Order. If a Company Order pursuant to
                  Section 303 is so delivered, any instructions by the Company
                  with respect to such Global Security contained therein shall
                  be in writing but need not be accompanied by or contained in
                  an Officer's Certificate and need not be accompanied by an
                  Opinion of Counsel.

                           (6)      The Depositary or, if there be one, its
                  nominee, shall be the Holder of a Global Security for all
                  purposes under this Indenture; and beneficial owners with
                  respect to such Global Security shall hold their interests
                  pursuant to applicable procedures of such Depositary. The
                  Company, the Trustee and the Debt Security Registrar shall be
                  entitled to deal with such Depositary for all purposes of this
                  Indenture relating to such Global Security (including the
                  payment of principal, premium, if any, and interest and the
                  giving of instructions or directions by or to the beneficial
                  owners of such Global Security as the sole Holder of such
                  Global Security, and shall have no obligations to the
                  beneficial owners thereof (including any direct or indirect
                  participants in such Depositary). None of the Company, the
                  Trustee, any Paying Agent or the Debt Security Registrar shall
                  have any responsibility or liability for any aspect of the
                  records relating to or payments made on account of beneficial
                  ownership interests of a Global Security in or pursuant to any
                  applicable letter of representations or other arrangement
                  entered into with, or procedures of, the Depositary with
                  respect to such Global Security or for maintaining,
                  supervising or reviewing any records relating to such
                  beneficial ownership interests.


                                       17
<PAGE>   24


                                   ARTICLE III

                               THE DEBT SECURITIES


SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

                  The aggregate principal amount of Debt Securities that may be
authenticated and delivered under this Indenture is unlimited.

                  The Debt Securities may be issued in one or more series.
Subject to the last paragraph of this Section, prior to the authentication and
delivery of Debt Securities of any series there shall be established by
specification in a supplemental indenture or in a Board Resolution, or in an
Officer's Certificate pursuant to a supplemental indenture or a Board
Resolution:

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

                  (b)      any limit upon the aggregate principal amount of the
         Debt Securities of such 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 Debt Securities of the series pursuant to Section 304, 305, 306,
         406 or 1206 and, except for any Debt Securities that, pursuant to
         Section 303, are deemed never to have been authenticated and delivered
         hereunder);

                  (c)      the Person or Persons (without specific
         identification) to whom interest on Debt Securities of such series, or
         any Tranche thereof, shall be payable on any Interest Payment Date, if
         other than the Persons in whose names such Debt Securities (or one or
         more Predecessor Debt Securities) are registered at the close of
         business on the Regular Record Date for such interest;

                  (d)      the date or dates on which the principal of the Debt
         Securities of such series, or any Tranche thereof, is payable or any
         formulary or other method or other means by which such date or dates
         shall be determined, by reference to an index or other fact or event
         ascertainable outside of this Indenture or otherwise (without regard to
         any provisions for redemption, prepayment, acceleration, purchase or
         extension);

                  (e)      the rate or rates at which the Debt Securities of
         such series, or any Tranche thereof, shall bear interest, if any
         (including the rate or rates at which overdue principal shall bear
         interest, if different from the rate or rates at which such Debt
         Securities shall bear interest prior to Maturity, and, if applicable,
         the rate or rates at which overdue premium or interest shall bear
         interest, if any), the period or periods during which such rate or
         rates shall be applicable, or any formulary or other method or other
         means by which such rate or rates, and any period or periods, shall be
         determined, by reference to an index or other fact or event
         ascertainable outside of this Indenture or otherwise; the date or dates
         from which such interest shall accrue; the Interest Payment Dates on
         which such interest shall be payable and the Regular Record Date, if
         any, for the interest payable


                                       18
<PAGE>   25

         on such Debt Securities on any Interest Payment Date[; the right of the
         Company, if any, to extend the interest payment periods and the
         duration of any such extension as contemplated by Section 312]*; and
         the basis of computation of interest, if other than as provided in
         Section 310;

                  (f)      the place or places at which or methods by which (1)
         the principal of and premium, if any, and interest, if any, on Debt
         Securities of such series, or any Tranche thereof, shall be payable,
         (2) registration of transfer of Debt Securities of such series, or any
         Tranche thereof, may be effected, (3) exchanges of Debt Securities of
         such series, or any Tranche thereof, may be effected and (4) notices
         and demands to or upon the Company in respect of the Debt Securities of
         such series, or any Tranche thereof, and this Indenture may be served;
         the Debt Security Registrar for such series; and if such is the case,
         that the principal of such Debt Securities shall be payable without
         presentment or surrender thereof;

                  (g)      the period or periods within which, or the date or
         dates on which, the price or prices at which and the terms and
         conditions upon which the Debt Securities of such series, or any
         Tranche thereof, may be redeemed, in whole or in part, at the option of
         the Company and any restrictions on such redemptions, including but not
         limited to a restriction on a partial redemption by the Company of the
         Debt Securities of any series, or any Tranche thereof, resulting in
         delisting of such Debt Securities from any national exchange;

                  (h)      the obligation or obligations, if any, of the Company
         to redeem or purchase the Debt Securities of such series, or any
         Tranche thereof, pursuant to any sinking fund or other mandatory
         redemption or tender provisions 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 and the terms and conditions upon which
         such Debt Securities shall be redeemed or purchased, in whole or in
         part, pursuant to such obligation, and applicable exceptions to the
         requirements of Section 404 in the case of mandatory redemption or
         redemption at the option of the Holder;

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

                  (j)      the currency or currencies, including composite
         currencies, in which payment of the principal of and premium, if any,
         and interest, if any, on the Debt Securities of such series, or any
         Tranche thereof, shall be payable (if other than in Dollars);


--------------------------
*        Bracketed language may be inserted in the Indenture under which
         subordinated Debt Securities will be issued.


                                       19
<PAGE>   26

                  (k)      if the principal of or premium, if any, or interest,
         if any, on the Debt Securities of such series, or any Tranche thereof,
         are to be payable, at the election of the Company or a Holder thereof,
         in a coin or currency other than that in which the Debt Securities are
         stated to be payable, the period or periods within which and the terms
         and conditions upon which, such election may be made;

                  (l)      if the principal of or premium, if any, or interest,
         if any, on the Debt Securities of such series, or any Tranche thereof,
         are to be payable, or are to be payable at the election of the Company
         or a Holder thereof, in securities or other property, the type and
         amount of such securities or other property, or the formulary or other
         method or other means by which such amount shall be determined, and the
         period or periods within which, and the terms and conditions upon
         which, any such election may be made;

                  (m)      if the amount payable in respect of principal of or
         premium, if any, or interest, if any, on the Debt Securities of such
         series, or any Tranche thereof, may be determined with reference to an
         index or other fact or event ascertainable outside this Indenture, the
         manner in which such amounts shall be determined to the extent not
         established pursuant to clause (e) of this paragraph;

                  (n)      if other than the principal amount thereof, the
         portion of the principal amount of Debt Securities of such series, or
         any Tranche thereof, that shall be payable upon declaration of
         acceleration of the Maturity thereof pursuant to Section 802;

                  (o)      any Events of Default, in addition to those specified
         in Section 801, with respect to the Debt Securities of such series, and
         any covenants of the Company for the benefit of the Holders of the Debt
         Securities of such series, or any Tranche thereof, in addition to those
         set forth in Article VI;

                  (p)      the terms, if any, pursuant to which the Debt
         Securities of such series, or any Tranche thereof, may be converted
         into or exchanged for shares of capital stock or other securities of
         the Company or any other Person;

                  (q)      the obligations or instruments, if any, that shall be
         considered to be Eligible Obligations in respect of the Debt Securities
         of such series, or any Tranche thereof, denominated in a currency other
         than Dollars or in a composite currency, and any additional or
         alternative provisions for the reinstatement of the Company's
         indebtedness in respect of such Debt Securities after the satisfaction
         and discharge thereof as provided in Section 701;

                  (r)      whether the Debt Securities of the series shall be
         issued in whole or in part in the form of a Global Security or
         Securities; the terms and conditions, if any, upon which such Global
         Security or Securities may be exchanged in whole or in part for
         certificated Debt Securities of such series and of like tenor of any
         authorized denomination and the circumstances under which such exchange
         may occur, if other than in the manner provided for in Section 203; the
         Depositary for such Global Security or


                                       20
<PAGE>   27

         Securities; and the form of any legend or legends to be borne by any
         such Global Security in addition to or in lieu of the legend referred
         to in Section 203;

                  (s)      if the Debt Securities of such series, or any Tranche
         thereof, are to be issuable in bearer form, any and all matters
         incidental thereto that are not specifically addressed in a
         supplemental indenture as contemplated by clause (g) of Section 1201;

                  (t)      to the extent not established pursuant to clause (r)
         of this paragraph, any limitations on the rights of the Holders of the
         Debt Securities of such series, or any Tranche thereof, to transfer or
         exchange such Debt Securities or to obtain the registration of transfer
         thereof; and if a service charge will be made for the registration of
         transfer or exchange of Debt Securities of such series, or any Tranche
         thereof, the amount or terms thereof;

                  (u)      any exceptions to Section 113, or variation in the
         definition of Business Day, with respect to the Debt Securities of such
         series, or any Tranche thereof;

                  (v)      any collateral security, assurance or guarantee for
         such series of Debt Securities;

                  (w)      any credit enhancement applicable to the Debt
         Securities of such series; and

                  (x)      any other terms of the Debt Securities of such
         series, or any Tranche thereof, not inconsistent with the provisions of
         this Indenture.

                  [The Debt Securities of each series, or any Tranche thereof,
shall be subordinated in the right of payment to Senior Indebtedness as provided
in Article XV.]*

                  With respect to Debt Securities of a series subject to a
Periodic Offering, the indenture supplemental hereto or the Board Resolution
that establishes such series, or the Officer's Certificate pursuant to such
supplemental indenture or Board Resolution, as the case may be, may provide
general terms or parameters for Debt Securities of such series and provide
either that the specific terms of Debt Securities of such series, or any Tranche
thereof, shall be specified in a Company Order or that such terms shall be
determined by the Company or its agents in accordance with procedures specified
in a Company Order as contemplated by clause (b) of the third paragraph of
Section 303.

SECTION 302.     DENOMINATIONS.

                  Unless otherwise provided as contemplated by Section 301 with
respect to any series of Debt Securities, or any Tranche thereof, the Debt
Securities of each series shall be issuable in denominations of $1,000 and any
integral multiple thereof.


------------------------
*        Bracketed language will be inserted in the Indenture under which
         subordinated Debt Securities will be issued.


                                       21
<PAGE>   28

SECTION 303.     EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  Unless otherwise provided as contemplated by Section 301 with
respect to any series of Debt Securities, or any Tranche thereof, the Debt
Securities shall be executed on behalf of the Company by an Authorized Officer
and may have the corporate seal of the Company affixed thereto or reproduced
thereon attested by any other Authorized Officer. The signature of any or all of
these officers on the Debt Securities may be manual or facsimile.

                  Debt Securities bearing the manual or facsimile signatures of
individuals who were at the time of execution Authorized Officers of the Company
shall bind the Company, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of
such Debt Securities or did not hold such offices at the date of such Debt
Securities.

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

                  (a)      the instrument or instruments establishing the form
         or forms and terms of such series, as provided in Sections 201 and 301;

                  (b)      a Company Order requesting the authentication and
         delivery of such Debt Securities and, to the extent that the terms of
         such Debt Securities shall not have been established in an indenture
         supplemental hereto or in a Board Resolution, or in an Officer's
         Certificate pursuant to a supplemental indenture or Board Resolution,
         all as contemplated by Sections 201 and 301, either (i) establishing
         such terms or (ii) in the case of Debt Securities of a series subject
         to a Periodic Offering, specifying procedures, acceptable to the
         Trustee, by which such terms are to be established (which procedures
         may provide, to the extent acceptable to the Trustee, for
         authentication and delivery pursuant to oral or electronic instructions
         from the Company or any agent or agents thereof, which oral
         instructions are to be promptly confirmed electronically or in
         writing), in either case in accordance with the instrument or
         instruments delivered pursuant to clause (a) above;

                  (c)      the Debt Securities of such series, executed on
         behalf of the Company by an Authorized Officer;

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

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

                           (ii)     the terms of such Debt Securities have been
                  duly authorized by the Company and have been established in
                  conformity with the provisions of this Indenture; and


                                       22
<PAGE>   29

                           (iii)    assuming authentication and delivery by the
                  Trustee and subject to any conditions specified in such
                  Opinion of Counsel, such Debt Securities will have been duly
                  issued under this Indenture and will be legal, valid and
                  binding obligations of the Company, enforceable in accordance
                  with their terms, subject, as to enforcement, to laws relating
                  to or affecting generally the enforcement of creditors'
                  rights, including, without limitation, bankruptcy and
                  insolvency laws and to general principles of equity
                  (regardless of whether such enforceability is considered in a
                  proceeding in equity or at law);

provided, however, that, with respect to Debt Securities of a series subject to
a Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of such
Debt Securities (provided that such Opinion of Counsel addresses the
authentication and delivery of all Debt Securities of such series) and that in
lieu of the opinions described in clauses (ii) and (iii) above Counsel may opine
that:

                           (x)      when the terms of such Debt Securities shall
                  have been established pursuant to a Company Order or Orders or
                  pursuant to such procedures (acceptable to the Trustee) as may
                  be specified from time to time by a Company Order or Orders,
                  all as contemplated by and in accordance with the instrument
                  or instruments delivered pursuant to clause (a) above, such
                  terms will have been duly authorized by the Company and will
                  have been established in conformity with the provisions of
                  this Indenture; and

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

                  With respect to Debt Securities of a series subject to a
Periodic Offering, the Trustee may conclusively rely, as to the authorization by
the Company of any of such Debt Securities, the form and terms thereof and the
legality, validity, binding effect and enforceability thereof, upon the Opinion
of Counsel and other documents delivered pursuant to Sections 201 and 301 and
this Section, as applicable, at or prior to the time of the first authentication
of Debt Securities of such series unless and until such opinion or other
documents have been superseded or revoked or expire by their terms. In
connection with the authentication and delivery of Debt Securities of a series
subject to a Periodic Offering, the Trustee shall be entitled to assume that the
Company's instructions to authenticate and deliver such Debt Securities do not
violate any rules, regulations or orders of any Governmental Authority having
jurisdiction over the Company.


                                       23
<PAGE>   30

                  If the form or terms of the Debt Securities of any series have
been established by or pursuant to a Board Resolution or an Officer's
Certificate as permitted by Sections 201 or 301, the Trustee shall not be
required to authenticate such Debt Securities if the issuance of such Debt
Securities pursuant to this Indenture will materially or adversely affect the
Trustee's own rights, duties or immunities under the Debt Securities and this
Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

                  Unless otherwise specified as contemplated by Section 301 with
respect to any series of Debt Securities, or any Tranche thereof, each Debt
Security shall be dated the date of its authentication.

                  Unless otherwise specified as contemplated by Section 301 with
respect to any series of Debt Securities, or any Tranche thereof, no Debt
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Debt Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or its agent by manual signature, and such certificate
upon any Debt Security shall be conclusive evidence, and the only evidence, that
such Debt Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture. Notwithstanding the foregoing, if
any Debt Security shall have been authenticated and delivered hereunder to the
Company, or any Person acting on its behalf, but shall never have been issued
and sold by the Company, and the Company shall deliver such Debt Security to the
Debt Security Registrar 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 Debt Security has never
been issued and sold by the Company, for all purposes of this Indenture such
Debt Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits hereof.

SECTION 304.     TEMPORARY DEBT SECURITIES.

                  Pending the preparation of definitive Debt Securities of any
series, or any Tranche thereof, the Company may execute, and upon Company Order
the Trustee shall authenticate and deliver, temporary Debt Securities that are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Debt
Securities in lieu of which they are issued, with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Debt Securities may determine, as evidenced by their execution of such Debt
Securities; provided, however, that temporary Debt Securities need not recite
specific redemption, sinking fund, conversion or exchange provisions.

                  Unless otherwise specified as contemplated by Section 301 with
respect to the Debt Securities of any series, or any Tranche thereof, after the
preparation of definitive Debt Securities of such series or Tranche, the
temporary Debt Securities of such series or Tranche shall be exchangeable,
without charge to the Holder thereof, for definitive Debt Securities of such
series or Tranche, upon surrender of such temporary Debt Securities at the
office or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such Debt Securities. Upon such surrender of temporary Debt
Securities, the Company shall, except as aforesaid, execute and the Trustee
shall authenticate and deliver in exchange therefor definitive


                                       24
<PAGE>   31

Debt Securities of the same series and Tranche, of authorized denominations and
of like tenor and aggregate principal amount.

                  Until exchanged in full as hereinabove provided, temporary
Debt Securities shall in all respects be entitled to the same benefits under
this Indenture as definitive Debt Securities of the same series and Tranche and
of like tenor authenticated and delivered hereunder.

SECTION 305.     REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

                  The Company shall cause to be kept in each office designated
pursuant to Section 602, with respect to the Debt Securities of each series or
any Tranche thereof, a register (all registers kept in accordance with this
Section being collectively referred to as the "Debt Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Debt Securities of such series or Tranche
and the registration of transfer thereof. The Company shall designate one Person
to maintain the Debt Security Register for the Debt Securities of each series on
a consolidated basis, and such Person is referred to herein, with respect to
such series, as the "Debt Security Registrar." Anything herein to the contrary
notwithstanding, the Company may designate one or more of its offices as an
office in which the Debt Securities Register shall be maintained, and the
Company may designate itself the Debt Security Registrar with respect to one or
more of such series. The Debt Security Register shall be open for inspection by
the Trustee and the Company at all reasonable times.

                  Except as otherwise specified as contemplated by Section 301
with respect to the Debt Securities of any series, or any Tranche thereof, upon
surrender for registration of transfer of any Debt Security of such series or
Tranche at the office or agency of the Company maintained pursuant to Section
602 in a Place of Payment for such series or Tranche, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Debt Securities of the same series
and Tranche, of authorized denominations and of like tenor and aggregate
principal amount.

                  Except as otherwise specified as contemplated by Section 301
with respect to the Debt Securities of any series, or any Tranche thereof, any
Debt Security of such series or Tranche may be exchanged at the option of the
Holder for one or more new Debt Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Debt Securities to be exchanged at any such office or agency.
Whenever any Debt Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Debt Securities
that the Holder making the exchange is entitled to receive.

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

                  Every Debt Security presented or surrendered for registration
of transfer or for exchange shall (if so required by the Company, the Trustee or
the Debt Security Registrar) be


                                       25
<PAGE>   32

duly endorsed or shall be accompanied by a written instrument of transfer in
form satisfactory to the Company, the Trustee or the Debt Security Registrar, as
the case may be, duly executed by the Holder thereof or his attorney duly
authorized in writing.

                  Unless otherwise specified as contemplated by Section 301 with
respect to Debt Securities of any series, or any Tranche thereof, no service
charge shall be made for any registration of transfer or exchange of Debt
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 Debt Securities, other than exchanges
pursuant to Section 304, 406 or 1206 not involving any transfer.

                  The Company shall not be required to execute or to provide for
the registration of transfer of or the exchange of (a) Debt Securities of any
series, or any Tranche thereof, during a period of 15 days immediately preceding
the day of the mailing of a notice of redemption of the Debt Securities of such
series or Tranche or (b) any Debt Security so selected for redemption in whole
or in part, except the unredeemed portion of any Debt Security being redeemed in
part.

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

SECTION 306.     MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES.

                  If any mutilated Debt Security is surrendered to the Trustee,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Debt Security of the same series, and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (a)
evidence to their satisfaction of the ownership of and the destruction, loss or
theft of any Debt Security and (b) such security or indemnity as may be
reasonably required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Debt Security is held by a Person purporting to be the owner of such Debt
Security, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Debt Security, a new Debt
Security of the same series and Tranche, and of like tenor and principal amount
and bearing a number not contemporaneously outstanding.

                  Notwithstanding the foregoing, in case any such mutilated,
destroyed, lost or stolen Debt Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Debt
Security, pay such Debt Security.

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


                                       26
<PAGE>   33

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

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

SECTION 307.     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Unless otherwise specified as contemplated by Section 301 with
respect to the Debt Securities of any series, or any Tranche thereof, interest
on any Debt 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
Debt Security (or one or more Predecessor Debt Securities) is registered at the
close of business on the Regular Record Date for such interest.

                  [Subject to Section 312]* any interest on any Debt 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 Holder on the related 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 (a) or (b) below:

                  (a)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Debt Securities of
         such series (or their respective Predecessor Debt Securities) are
         registered at the close of business on a date (herein called 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 Debt Security of such series and the date of the proposed payment,
         and at the same time the Company shall deposit with the Trustee an
         amount of money equal to the aggregate amount proposed to be paid in
         respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a Special Record Date
         for the payment of such Defaulted Interest, which shall be not more
         than 15 days and not less than 10 days prior to the date of the
         proposed payment and not less than 10 days after the receipt by the
         Trustee of the notice of the proposed payment. The Trustee shall
         promptly notify the Company of such Special Record Date and, in the
         name and at the expense of the Company, shall promptly cause notice of
         the proposed payment of such


------------------------------
*        Bracketed language may be inserted in the Indenture under which
         subordinated Debt Securities will be issued.


                                       27
<PAGE>   34

         Defaulted Interest and the Special Record Date therefor to be mailed,
         first-class postage prepaid, to each Holder of Debt Securities of such
         series at the address of such Holder as it appears in the Debt Security
         Register, not less than 10 days prior to such Special Record Date.
         Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been so mailed, such Defaulted
         Interest shall be paid to the Persons in whose names the Debt
         Securities of such series (or their respective Predecessor Debt
         Securities) are registered at the close of business on such Special
         Record Date.

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

                  Subject to the foregoing provisions of this Section and
Section 305, each Debt Security delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Debt Security shall
carry the rights to interest accrued and unpaid, and to accrue, that were
carried by such other Debt Security.

SECTION 308.     PERSONS DEEMED OWNERS.

                  Prior to due presentment of a Debt 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 Debt Security is registered as
the absolute owner of such Debt Security for the purpose of receiving payment of
principal of and premium, if any, and (subject to Sections 305 and 307)
interest, if any, on such Debt Security and for all other purposes whatsoever,
whether or not such Debt Security is overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

SECTION 309.     CANCELLATION BY DEBT SECURITY REGISTRAR.

                  All Debt Securities surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Debt Security Registrar, be delivered to the Debt Security Registrar
and, if not theretofore canceled, shall be promptly canceled by the Debt
Security Registrar. The Company may at any time deliver to the Debt Security
Registrar for cancellation any Debt Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner whatsoever
or which the Company shall not have issued and sold, and all Debt Securities so
delivered shall be promptly canceled by the Debt Security Registrar. No Debt
Securities shall be authenticated in lieu of or in exchange for any Debt
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All certificates representing canceled Debt Securities held
by the Debt Security Registrar shall be disposed of in accordance with the
customary practices of the Debt Security Registrar at the time in effect, and
the Debt Security Registrar shall not be required to destroy any such
certificates. The Debt Security Registrar, if other than the Trustee, shall


                                       28
<PAGE>   35

promptly deliver a certificate of disposition with respect to such disposed
certificates to the Trustee and the Company unless, by a Company Order,
similarly delivered, the Company shall direct that canceled Debt Securities be
returned to it. The Debt Security Registrar shall promptly deliver evidence of
any cancellation of a Debt Security in accordance with this Section to the
Trustee and the Company. If the Trustee is the entity acting as Debt Security
Registrar, it shall promptly deliver to the Company a certificate of disposition
with respect to any certificates disposed of and/or evidence of any cancellation
of a Debt Security, in each case in accordance with this Section, if so
requested by a Company Order.

SECTION 310.     COMPUTATION OF INTEREST.

                  Except as otherwise specified as contemplated by Section 301
for Debt Securities of any series, or any Tranche thereof, interest on the Debt
Securities of each series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months and on the basis of the actual number of days
elapsed within any month in relation to the deemed 30 days of such month.

SECTION 311.     PAYMENT TO BE IN PROPER CURRENCY.

                  In the case of the Debt Securities of any series, or any
Tranche thereof, denominated in any currency other than Dollars or in a
composite currency (the "Required Currency"), except as otherwise specified with
respect to such Debt Securities as contemplated by Section 301, the obligation
of the Company to make any payment of the principal thereof, or the premium or
interest thereon, shall not be discharged or satisfied by any tender by the
Company, or recovery by the Trustee, in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
Trustee timely holding the full amount of the Required Currency then due and
payable. If any such tender or recovery is in a currency other than the Required
Currency, the Trustee may take such actions as it considers appropriate to
exchange such currency for the Required Currency. The costs and risks of any
such exchange, including without limitation the risks of delay and exchange rate
fluctuation, shall be borne by the Company, the Company shall remain fully
liable for any shortfall or delinquency in the full amount of Required Currency
then due and payable, and in no circumstances shall the Trustee be liable
therefor except in the case of its negligence or willful misconduct.

[SECTION 312.    EXTENSION OF INTEREST PAYMENT.

                  The Company shall have the right at any time, so long as the
Company is not in default in the payment of interest on the Debt Securities of
any series hereunder, to extend interest payment periods on all Debt Securities
of one or more series, or Tranches thereof, if so specified as contemplated by
Section 301 with respect to such Debt Securities and upon such terms as may be
specified as contemplated by Section 301 with respect to such Debt Securities.]*


----------------------
*        Bracketed language will be inserted in the Indenture under which
         subordinated Debt Securities will be issued.


                                       29

<PAGE>   36

                                   ARTICLE IV

                          REDEMPTION OF DEBT SECURITIES


SECTION 401.      APPLICABILITY OF ARTICLE.

                  Debt Securities of any series, or any Tranche thereof, that
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 Debt Securities of such series or Tranche) in accordance with this
Article.

SECTION 402.      ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem any Debt Securities
shall be evidenced by a Board Resolution and/or an Officer's Certificate. The
Company shall, at least 45 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of
such Debt Securities to be redeemed. In the case of any redemption of Debt
Securities (a) prior to the expiration of any restriction on such redemption
provided in the terms of such Debt Securities or elsewhere in this Indenture or
(b) pursuant to an election of the Company that is subject to a condition
specified in the terms of such Debt Securities, the Company shall furnish the
Trustee with an Officer's Certificate evidencing compliance with such
restriction or condition.

SECTION 403.      SELECTION OF DEBT SECURITIES TO BE REDEEMED.

                  If less than all the Debt Securities of any series, or any
Tranche thereof, are to be redeemed, the particular Debt Securities to be
redeemed shall be selected by the Trustee from the Outstanding Debt Securities
of such series or Tranche not previously called for redemption, by such method
as shall be provided for any particular series, or, in the absence of any such
provision, by such method of random selection as the Trustee shall deem fair and
appropriate and which may, in any case, provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Debt Securities of
such series or Tranche or any integral multiple thereof) of the principal amount
of Debt Securities of such series or Tranche of a denomination larger than the
minimum authorized denomination for Debt Securities of such series or Tranche;
provided, however, that if, as indicated in an Officer's Certificate, the
Company shall have offered to purchase all or any principal amount of the Debt
Securities then Outstanding of any series, or any Tranche thereof, and less than
all of such Debt Securities as to which such offer was made shall have been
tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such
Debt Securities that have not been so tendered.

                  If the Debt Securities are then held in the form of a Global
Security, the Trustee shall select Debt Securities to be redeemed in accordance
with the customary procedures of the Depositary.


                                       30
<PAGE>   37

                  The Trustee shall promptly notify the Company and the Debt
Security Registrar in writing of the Debt Securities selected for redemption
and, in the case of any Debt Securities selected to be redeemed in part, the
principal amount thereof to be redeemed.

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

SECTION 404.      NOTICE OF REDEMPTION.

                  Notice of redemption shall be given in the manner provided in
Section 106 to the Holders of the Debt Securities to be redeemed not less than
30 nor more than 60 days prior to the Redemption Date.

                  All notices of redemption shall state:

                  (a)      the Redemption Date,

                  (b)      the Redemption Price,

                  (c)      if less than all the Debt Securities of any series or
         Tranche are to be redeemed, the identification of the particular Debt
         Securities to be redeemed and the portion of the principal amount of
         any Debt Security to be redeemed in part,

                  (d)      that on the Redemption Date, the Redemption Price,
         together with accrued interest, if any, to the Redemption Date, will
         become due and payable upon each such Debt Security to be redeemed and,
         if applicable and provided that the Redemption Price is received by the
         Paying Agent or Agents on or prior to the Redemption Date, that
         interest thereon will cease to accrue on and after said date,

                  (e)      the place or places where such Debt Securities are to
         be surrendered for payment of the Redemption Price and accrued
         interest, if any, unless it shall have been specified as contemplated
         by Section 301 with respect to such Debt Securities that such surrender
         shall not be required,

                  (f)      that the redemption is for a sinking or other fund,
         if such is the case, and

                  (g)      such other matters as the Company shall deem
         desirable or appropriate (including CUSIP numbers with respect to such
         Debt Securities, if the Company shall so elect, in which event such
         notice of redemption may contain a disclaimer as to the correctness of
         such numbers either as printed on the Debt Securities or on such notice
         of redemption).

                  Unless otherwise specified with respect to any Debt Securities
in accordance with Section 301, with respect to any notice of redemption of Debt
Securities at the election of the Company, unless, upon the giving of such
notice, such Debt Securities shall be deemed to have


                                       31
<PAGE>   38

been paid in accordance with Section 701, such notice may state that such
redemption shall be conditional upon the receipt by the Paying Agent or Agents
for such Debt Securities, on or prior to the date fixed for such redemption, of
money sufficient to pay the principal of and premium, if any, and interest, if
any, on such Debt Securities and that if such money shall not have been so
received such notice shall be of no force or effect and the Company shall not be
required to redeem such Debt Securities. In the event that such notice of
redemption contains such a condition and such money is not so received, the
redemption shall not be made and within a reasonable time thereafter notice
shall be given, in the manner in which the notice of redemption was given, that
such money was not so received and such redemption was not required to be made,
and the Paying Agent or Agents for the Debt Securities otherwise to have been
redeemed shall promptly return to the Holders thereof any of such Debt
Securities that had been surrendered for payment upon such redemption.

                  Notice of redemption of Debt Securities to be redeemed at the
election of the Company, and any notice of non-satisfaction of a condition for
redemption as aforesaid, shall be given by the Company or, at the Company's
request, by the Debt Security Registrar in the name and at the expense of the
Company. Notice of mandatory redemption of Debt Securities shall be given by the
Debt Security Registrar in the name and at the expense of the Company.

SECTION 405.      DEBT SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, and the
conditions, if any, set forth in such notice having been satisfied, the Debt
Securities or portions thereof so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless, in the case of an unconditional notice of redemption,
the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Debt Securities or portions thereof, if interest-bearing,
shall cease to bear interest. Upon surrender of any such Debt Security for
redemption in accordance with such notice, such Debt Security or portion thereof
shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that no such
surrender shall be a condition to such payment if so specified as contemplated
by Section 301 with respect to such Debt Security; and provided, further, that
except as otherwise specified as contemplated by Section 301 with respect to
such Debt Security, any installment of interest on any Debt Security the Stated
Maturity of which installment is on or prior to the Redemption Date shall be
payable to the Holder of such Debt Security, or one or more Predecessor Debt
Securities, registered as such at the close of business on the related Regular
Record Date according to the terms of such Debt Security and subject to the
provisions of Section 307.

SECTION 406.      DEBT SECURITIES REDEEMED IN PART.

                  Upon the surrender of any Debt Security that is to be redeemed
only in part 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), the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Debt Security,
without service charge, a new Debt Security or Debt Securities of the same
series and Tranche, of


                                       32
<PAGE>   39

any authorized denomination requested by such Holder and of like tenor and in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Debt Security so surrendered.

                                    ARTICLE V

                                  SINKING FUNDS


SECTION 501.      APPLICABILITY OF ARTICLE.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of the Debt Securities of any series, or any
Tranche thereof, except as otherwise specified as contemplated by Section 301
for Debt Securities of such series or Tranche.

                  The minimum amount of any sinking fund payment provided for by
the terms of Debt Securities of any series, or any Tranche thereof, 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 Debt Securities of any series,
or any Tranche thereof, is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Debt Securities of any series, or any
Tranche thereof, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 502. Each sinking fund payment shall be applied
to the redemption of Debt Securities of the series or Tranche in respect of
which it was made as provided for by the terms of such Debt Securities.

SECTION 502.      SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES.

                  The Company (a) may deliver to the Trustee Outstanding Debt
Securities (other than any previously called for redemption) of a series or
Tranche in respect of which a mandatory sinking fund payment is to be made and
(b) may apply as a credit Debt Securities of such series or Tranche that have
been redeemed either at the election of the Company pursuant to the terms of
such Debt Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of such mandatory sinking fund payment;
provided, however, that no Debt Securities shall be applied in satisfaction of a
mandatory sinking fund payment if such Debt Securities shall have been
previously so applied. Debt Securities so applied shall be received and credited
for such purpose by the Trustee at the Redemption Price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced accordingly.

SECTION 503.      REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.

                  Not less than 45 days prior to each sinking fund payment date
for the Debt Securities of any series, or any Tranche thereof, the Company shall
deliver to the Trustee an Officer's Certificate specifying:


                                       33
<PAGE>   40

                  (a)      the amount of the next succeeding mandatory sinking
         fund payment for such series or Tranche;

                  (b)      the amount, if any, of the optional sinking fund
         payment to be made together with such mandatory sinking fund payment;

                  (c)      the aggregate sinking fund payment;

                  (d)      the portion, if any, of such aggregate sinking fund
         payment that is to be satisfied by the payment of cash; and

                  (e)      the portion, if any, of such aggregate sinking fund
         payment that is to be satisfied by delivering and crediting Debt
         Securities of such series or Tranche pursuant to Section 502 and
         stating the basis for such credit and that such Debt Securities have
         not previously been so credited, and the Company shall also deliver to
         the Trustee any Debt Securities to be so delivered.

                  If the Company shall not have delivered such Officer's
Certificate and, to the extent applicable, all such Debt Securities, on or prior
to the 45th day prior to such sinking fund payment date, the sinking fund
payment for such series or Tranche in respect of such sinking fund payment date
shall be made entirely in cash in the amount of the mandatory sinking fund
payment. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Debt Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 403 and the Debt Security
Registrar shall 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 404. Such
notice having been duly given, the redemption of such Debt Securities shall be
made upon the terms and in the manner stated in Sections 405 and 406.

                                   ARTICLE VI

                                    COVENANTS


SECTION 601.      PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Company shall pay the principal of and premium, if any,
and interest, if any, on the Debt Securities of each series in accordance with
the terms of such Debt Securities and this Indenture.

SECTION 602.      MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in each Place of Payment for the
Debt Securities of each series, or any Tranche thereof, an office or agency
where payment of such Debt Securities shall be made, where the registration of
transfer or exchange of such Debt Securities may be effected and where notices
and demands to or upon the Company in respect of such Debt Securities and this
Indenture may be served. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of each such office or
agency and


                                       34
<PAGE>   41

prompt notice to the Holders of any such change in the manner specified in
Section 106. If at any time the Company shall fail to maintain any such required
office or agency in respect of Debt Securities of any series, or any Tranche
thereof, or shall fail to furnish the Trustee with the address thereof, payment
of such Debt Securities shall be made, registration of transfer or exchange
thereof may be effected and notices and demands in respect thereof may be served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent for all such purposes in any such event.

                  The Company may also from time to time designate one or more
other offices or agencies with respect to the Debt Securities of one or more
series, or any Tranche thereof, for any or all of the foregoing purposes and may
from time to time rescind such designations; provided, however, that, unless
otherwise specified as contemplated by Section 301 with respect to the Debt
Securities of such series or Tranche no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
for such purposes in each Place of Payment for such Debt Securities in
accordance with the requirements set forth above. The Company shall give prompt
written notice to the Trustee, and prompt notice to the Holders in the manner
specified in Section 106, of any such designation or rescission and of any
change in the location of any such other office or agency.

                  Anything herein to the contrary notwithstanding, any office or
agency required by this Section may be maintained at an office of the Company,
in which event the Company shall perform all functions to be performed at such
office or agency.

SECTION 603.      MONEY FOR DEBT SECURITIES PAYMENTS TO BE HELD IN TRUST.

                  If the Company shall at any time act as its own Paying Agent
with respect to the Debt Securities of any series, or any Tranche thereof, it
shall, on or before each due date of the principal of and premium, if any, and
interest, if any, on any of such Debt Securities, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal and premium or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided. The Company shall
promptly notify the Trustee of any failure by the Company (or any other obligor
on such Debt Securities) to make any payment of principal of or premium, if any,
or interest, if any, on such Debt Securities.

                  Whenever the Company shall have one or more Paying Agents for
the Debt Securities of any series, or any Tranche thereof, it shall, on or
before each due date of the principal of and premium, if any, and interest, if
any, on such Debt Securities, deposit with such Paying Agents sums sufficient
(without duplication) to pay the principal and premium or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company shall promptly notify the Trustee of any failure by it so
to act.

                  The Company shall cause each Paying Agent for the Debt
Securities of any series, or any Tranche thereof, other than the Company or the
Trustee, to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent shall:


                                       35
<PAGE>   42

                  (a)      hold all sums held by it for the payment of the
         principal of and premium, if any, or interest, if any, on such Debt
         Securities 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;

                  (b)      give the Trustee notice of any failure by the Company
         (or any other obligor upon such Debt Securities) to make any payment of
         principal of or premium, if any, or interest, if any, on such Debt
         Securities; and

                  (c)      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 and furnish to
         the Trustee such information as it possesses regarding the names and
         addresses of the Persons entitled to such sums.

                  The Company may at any time 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, if
so stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article VII; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of and
premium, if any, or interest, if any, on any Debt Security and remaining
unclaimed for two years after such principal and premium, if any, or interest
has become due and payable shall be paid to the Company on Company Request, or,
if then held by the Company, shall be discharged from such trust; and, upon such
payment or discharge, the Holder of such Debt Security shall, as an unsecured
general creditor and not as a Holder of an Outstanding Debt Security, look only
to the Company for payment of the amount so due and payable and remaining
unpaid, 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 payment to the Company, may at the
expense of the Company cause to be mailed, on one occasion only, notice to such
Holder 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 mailing, any
unclaimed balance of such money then remaining will be paid to the Company.

SECTION 604.      CORPORATE EXISTENCE.

                  Subject to the rights of the Company under Article XI, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence.


                                       36
<PAGE>   43

SECTION 605.      MAINTENANCE OF PROPERTIES.

                  The Company shall cause (or, with respect to property owned in
common with others, make reasonable effort to cause) all its properties used or
useful in the conduct of its business to be maintained and kept in good
condition, repair and working order and shall cause (or, with respect to
property owned in common with others, make reasonable effort to cause) to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as, in the judgment of the Company, may be necessary so that the
business carried on in connection therewith may be properly conducted; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing, or causing the discontinuance of, the operation and maintenance
of any of its properties if such discontinuance is, in the judgment of the
Company, desirable in the conduct of its business.

SECTION 606.      ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

                  Not later than ______________ in each year, commencing
_______________, the Company shall deliver to the Trustee an Officer's
Certificate, which need not comply with Section 102, executed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating whether, to such officer's knowledge, the
Company is in compliance with all conditions and covenants under this Indenture,
such compliance to be determined without regard to any period of grace or
requirement of notice under this Indenture, and making any other statements as
may be required by the provisions of Section 314(a)(4) of the Trust Indenture
Act.

SECTION 607.      WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in (a) Section 602 or any additional
covenant or restriction specified with respect to the Debt Securities of any
series, or any Tranche thereof, as contemplated by Section 301 if before the
time for such compliance the Holders of at least a majority in aggregate
principal amount of the Outstanding Debt Securities of all series and Tranches
with respect to which compliance with Section 602 or such additional covenant or
restriction is to be omitted, considered as one class, shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition and (b) Sections 604, 605, 606
or Article XI if before the time for such compliance the Holders of at least a
majority in principal amount of Debt Securities Outstanding under this Indenture
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition; but, in the
case of (a) or (b), no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.


                                       37
<PAGE>   44

                                   ARTICLE VII

                           SATISFACTION AND DISCHARGE


SECTION 701.      SATISFACTION AND DISCHARGE OF DEBT SECURITIES.

                  Any Debt Security or Debt Securities, or any portion of the
principal amount thereof, shall be deemed to have been paid for all purposes of
this Indenture, and the entire indebtedness of the Company in respect thereof
shall be deemed to have been satisfied and discharged, if there shall have been
irrevocably deposited with the Trustee or any Paying Agent (other than the
Company), in trust:

                  (a)      money in an amount that shall be sufficient, or

                  (b)      in the case of a deposit made prior to the Maturity
         of such Debt Securities or portions thereof, Eligible Obligations,
         which shall not contain provisions permitting the redemption or other
         prepayment thereof at the option of the issuer thereof, the principal
         of and the interest on that when due, without any regard to
         reinvestment thereof, will provide moneys which, together with the
         money, if any, deposited with or held by the Trustee or such Paying
         Agent, shall be sufficient, or

                  (c)      a combination of (a) or (b) that shall be sufficient,

to pay when due the principal of and premium, if any, and interest, if any, due
and to become due on such Debt Securities or portions thereof on or prior to
Maturity; provided, however, that in the case of the provision for payment or
redemption of less than all the Debt Securities of any series or Tranche, such
Debt Securities or portions thereof shall have been selected by the Trustee as
provided herein and, in the case of a redemption, the notice requisite to the
validity of such redemption shall have been given or irrevocable authority shall
have been given by the Company to the Trustee to give such notice, under
arrangements satisfactory to the Trustee; and provided, further, that the
Company shall have delivered to the Trustee and such Paying Agent:

                           (x)      if such deposit shall have been made prior
                  to the Maturity of such Debt Securities, a Company Order
                  stating that the money and Eligible Obligations deposited in
                  accordance with this Section shall be held in trust, as
                  provided in Section 703;

                           (y)      if Eligible Obligations shall have been
                  deposited, an Opinion of Counsel that the obligations so
                  deposited constitute Eligible Obligations and do not contain
                  provisions permitting the redemption or other prepayment at
                  the option of the issuer thereof, and an opinion of an
                  independent public accountant of nationally recognized
                  standing, selected by the Company, to the effect that the
                  requirements set forth in clause (b) above have been
                  satisfied; and

                           (z)      if such deposit shall have been made prior
                  to the Maturity of such Debt Securities, an Officer's
                  Certificate stating the Company's intention that, upon
                  delivery of such Officer's Certificate, its indebtedness in
                  respect of such


                                       38
<PAGE>   45

                  Debt Securities or portions thereof will have been satisfied
                  and discharged as contemplated in this Section.

                  If the Company shall make any deposit of money and/or Eligible
Obligations with respect to any Debt Securities, or any portion of the principal
amount thereof, as contemplated by this section, the Company shall not deliver
an Officer's Certificate described in clause (z) above unless the Company shall
also deliver to the Trustee, together with such Officer's Certificate, an
Opinion of Counsel to the effect that, as a result of a change in law occurring
after the date of this Indenture, the Holders of such Debt Securities, or
portions thereof, will not recognize income, gain or loss for United States
federal income tax purposes as a result of the satisfaction and discharge of the
Company's indebtedness in respect thereof and will be subject to United States
federal income tax on the same amounts, at the same times and in the same manner
as if such satisfaction and discharge had not been effected.

                  Upon the deposit of money or Eligible Obligations, or both, in
accordance with this Section, together with the documents required by clauses
(x), (y) and (z) above, the Trustee shall, upon receipt of a Company Request,
acknowledge in writing that the Debt Security or Debt Securities or portions
thereof with respect to which such deposit was made are deemed to have been paid
for all purposes of this Indenture and that the entire indebtedness of the
Company in respect thereof has been satisfied and discharged as contemplated in
this Section. In the event that all of the conditions set forth in the first
paragraph of this Section shall have been satisfied in respect of any Debt
Securities or portions thereof except that, for any reason, the Officer's
Certificate specified in clause (z) shall not have been delivered, such Debt
Securities or portions thereof shall nevertheless be deemed to have been paid
for all purposes of this Indenture, and the Holders of such Debt Securities or
portions thereof shall nevertheless be no longer entitled to the benefits of
this Indenture or of any of the covenants of the Company under Article VI
(except the covenants contained in Sections 602 and 603) or any other covenants
made in respect of such Debt Securities or portions thereof as contemplated by
Section 301, but the indebtedness of the Company in respect of such Debt
Securities or portions thereof shall not be deemed to have been satisfied and
discharged prior to Maturity for any other purpose, and the Holders of such Debt
Securities or portions thereof shall continue to be entitled to look to the
Company for payment of the indebtedness represented thereby; and, upon receipt
of a Company Request, the Trustee shall acknowledge in writing that such Debt
Securities or portions thereof are deemed to have been paid for all purposes of
this Indenture.

                  If payment at Stated Maturity of less than all of the Debt
Securities of any series, or any Tranche thereof, is to be provided for in the
manner and with the effect provided in this Section, the Trustee shall select
such Debt Securities, or portions of principal amount thereof, in the manner
specified by Section 403 for selection for redemption of less than all the Debt
Securities of a series or Tranche.

                  In the event that Debt Securities that shall be deemed to have
been paid for purposes of this Indenture, and, if such is the case, in respect
of which the Company's indebtedness shall have been satisfied and discharged,
all as provided in this Section, do not mature and are not to be redeemed within
the sixty (60) day period commencing with the date of the deposit of moneys or
Eligible Obligations, as aforesaid, the Company shall, as promptly as


                                       39
<PAGE>   46

practicable, give a notice, in the same manner as a notice of redemption with
respect to such Debt Securities, to the Holders of such Debt Securities to the
effect that such deposit has been made and the effect thereof.

                  Notwithstanding that any Debt Securities shall be deemed to
have been paid for purposes of this Indenture, as aforesaid, the obligations of
the Company and the Trustee in respect of such Debt Securities under Sections
304, 305, 306, 404, 503 (as to notice of redemption), 602, 603, 907, 914 and 915
and this Article shall survive.

                  The Company shall pay, and shall indemnify the Trustee or any
Paying Agent with which Eligible Obligations shall have been deposited as
provided in this Section against any tax, fee or other charge imposed on or
assessed against such Eligible Obligations or the principal or interest received
in respect of such Eligible Obligations, including, but not limited to, any such
tax payable by any entity deemed, for tax purposes, to have been created as a
result of such deposit.

                  Anything herein to the contrary notwithstanding, (a) if, at
any time after a Debt Security would be deemed to have been paid for purposes of
this Indenture, and, if such is the case, the Company's indebtedness in respect
thereof would be deemed to have been satisfied or discharged, pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee or any
Paying Agent, as the case may be, shall be required to return the money or
Eligible Obligations, or combination thereof, deposited with it as aforesaid to
the Company or its representative under any applicable federal or state
bankruptcy, insolvency or other similar law, such Debt Security shall thereupon
be deemed retroactively not to have been paid and any satisfaction and discharge
of the Company's indebtedness in respect thereof shall retroactively be deemed
not to have been effected, and such Debt Security shall be deemed to remain
Outstanding and (b) any satisfaction and discharge of the Company's indebtedness
in respect of any Debt Security shall be subject to the provisions of the last
paragraph of Section 603.

SECTION 702.      SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall upon Company Request cease to be of
further effect (except as hereinafter expressly provided), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (a)      no Debt Securities remain Outstanding hereunder; and

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

provided, however, that if, in accordance with the last paragraph of Section
701, any Debt Security, previously deemed to have been paid for purposes of this
Indenture, shall be deemed retroactively not to have been so paid, this
Indenture shall thereupon be deemed retroactively not to have been satisfied and
discharged, as aforesaid, and to remain in full force and effect, and the
Company shall execute and deliver such instruments as the Trustee shall
reasonably request to evidence and acknowledge the same.


                                       40
<PAGE>   47

                  Notwithstanding the satisfaction and discharge of this
Indenture as aforesaid, the obligations of the Company and the Trustee under
Sections 304, 305, 306, 404, 503 (as to notice of redemption), 602, 603, 907,
914 and 915 and this Article shall survive.

                  Upon satisfaction and discharge of this Indenture as provided
in this Section, the Trustee shall assign, transfer and turn over to the
Company, subject to the lien provided by Section 907, any and all money,
securities and other property then held by the Trustee for the benefit of the
Holders of the Debt Securities other than money and Eligible Obligations held by
the Trustee pursuant to Section 703.

SECTION 703.      APPLICATION OF TRUST MONEY.

                  Neither the Eligible Obligations nor the money deposited
pursuant to Section 701, nor the principal or interest payments on any such
Eligible Obligations, shall be withdrawn or used for any purpose other than, and
shall be held in trust for, the payment of the principal of, and premium, if
any, and interest, if any, on, the Debt Securities or portions of principal
amount thereof in respect of which such deposit was made, all subject, however,
to the provisions of Section 603; provided, however, that, so long as there
shall not have occurred and be continuing an Event of Default, or an event that,
with the giving of notice or the passage of time, would become an Event of
Default, any cash received from such principal or interest payments on such
Eligible Obligations, if not then needed for such purpose, shall, to the extent
practicable, be invested in Eligible Obligations of the type described in clause
(b) in the first paragraph of Section 701 maturing at such times and in such
amounts as shall be sufficient to pay when due the principal of and premium, if
any, and interest, if any, due and to become due on such Debt Securities or
portions thereof on and prior to the Maturity thereof, and interest earned from
such reinvestment shall be paid over to the Company as received, free and clear
of any trust, lien or pledge under this Indenture except the lien provided by
Section 907; and provided, further, that, so long as there shall not have
occurred and be continuing an Event of Default, or an event that, with the
giving of notice or the passage of time, would become an Event of Default, any
moneys held in accordance with this Section on the Maturity of all such Debt
Securities in excess of the amount required to pay the principal of and premium,
if any, and interest, if any, then due on such Debt Securities shall be paid
over to the Company free and clear of any trust, lien or pledge under this
Indenture except the lien provided by Section 907; and provided, further, that
if an Event of Default, or an event that, with the giving of notice or the
passage of time, would become an Event of Default, shall have occurred and be
continuing, moneys to be paid over to the Company pursuant to this Section shall
be held until such Event of Default, or event that, with the giving of notice or
the passage of time, would become an Event of Default, shall have been waived or
cured.


                                       41
<PAGE>   48

                                  ARTICLE VIII

                           EVENTS OF DEFAULT; REMEDIES


SECTION 801.      EVENTS OF DEFAULT.

                  "Event of Default," wherever used herein with respect to Debt
Securities of any series, means any one of the following events:

                  (a)      failure to pay interest, if any, on any Debt Security
         of such series within thirty (30) days after the same becomes due and
         payable [(whether or not payment is prohibited by the provisions of
         Article XV hereof);]* [provided, however, that a valid extension of the
         interest payment period by the Company as contemplated in Section 312
         of this Indenture shall not constitute a failure to pay interest for
         this purpose]**; or

                  (b)      failure to pay the principal of or premium, if any,
         on any Debt Security of such series when due and payable [(whether or
         not payment is prohibited by the provisions of Article XV hereof)]***;
         or

                  (c)      failure to make any sinking fund payment with respect
         to such series when due; or

                  (d)      failure to perform or breach of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in the performance of which or breach of which is
         elsewhere in this Section specifically addressed or which has expressly
         been included in this Indenture solely for the benefit of one or more
         series of Debt Securities other than such series) for a period of 60
         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 33% in principal amount of the Outstanding Debt
         Securities of such 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, unless the Trustee, or the Trustee and
         the Holders of a principal amount of Debt Securities of such series not
         less than the principal amount of Debt Securities the Holders of which
         gave such notice, as the case may be, shall agree in writing to an
         extension of such period prior to its expiration; provided, however,
         that the Trustee, or the Trustee and the Holders of such principal
         amount of Debt Securities of such series, as the case may be, shall be
         deemed to have agreed to an extension of such period for a maximum of
         one hundred


-----------------------
*        Bracketed language will be inserted in the Indenture under which
         subordinated Debt Securities will be issued.

**       Bracketed language may be inserted in the Indenture under which
         subordinated Debt Securities will be issued.

***      Bracketed language may be inserted in the Indenture under which
         subordinated Debt Securities will be issued.


                                       42


<PAGE>   49

         twenty (120) days if corrective action is initiated by the Company
         within such period and is being diligently pursued; or

                  (e)      the entry by a court having jurisdiction in the
         premises of (1) a decree or order for relief in respect of the Company
         in an involuntary case or proceeding under any applicable federal or
         state bankruptcy, insolvency, reorganization or other similar law or
         (2) a decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition by one or more Persons other
         than the Company seeking reorganization, arrangement, adjustment or
         composition of or in respect of the Company under any applicable
         federal or state law, or appointing a custodian, receiver, liquidator,
         assignee, trustee, sequestrator or other similar official for the
         Company or for any substantial part of its property, or ordering the
         winding up or liquidation of its affairs, and any such decree or order
         for relief or any such other decree or order shall have remained
         unstayed and in effect for a period of 90 consecutive days; or

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

                  (g)      any other Event of Default specified with respect to
         Debt Securities of such series.

SECTION 802.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default due to the default in payment of
principal of, or premium, if any, or interest on, any series of Debt Securities
or due to the default in the performance or breach of any other covenant or
warranty of the Company applicable to the Debt Securities of such series but not
applicable to all Outstanding Debt Securities shall have occurred and be
continuing, either the Trustee or the Holders of not less than 33% in principal
amount of the Debt Securities of such series may then declare the principal
amount (or, if any of the Debt Securities of such series are Discount Debt
Securities, such portion of the principal amount as may be specified in the
terms thereof as contemplated by Section 301) of all Debt Securities of such
series and premium, if any, and interest accrued thereon to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders). If an Event of Default due to default in the performance of any
other of the covenants or warranties herein


                                       43
<PAGE>   50

applicable to all Outstanding Debt Securities or an Event of Default specified
in Section 801(e) or (f) shall have occurred and be continuing, either the
Trustee or the Holders of not less than 33% in principal amount of all Debt
Securities then Outstanding (considered as one class), and not the Holders of
the Debt Securities of any one of such series, may declare the principal amount
(or, if any of the Debt Securities are Discount Debt Securities, such portion of
the principal amount of such Debt Securities as may be specified in the terms
thereof as contemplated by Section 301) of all Debt Securities and premium, if
any, and interest accrued thereon to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders). As a
consequence of each such declaration (herein referred to as a declaration of
acceleration) with respect to Debt Securities of any series, the principal
amount (or portion thereof in the case of Discount Debt Securities) of such Debt
Securities, premium, if any, and interest accrued thereon shall become due and
payable immediately [(provided that the payment of principal of such Debt
Securities shall remain subordinated to the extent provided in Article XV
hereof)]*.

                  With respect to a series of Debt Securities to which a credit
enhancement is applicable, the applicable supplemental indenture may provide
that the provider of such credit enhancement may, if default has occurred and is
continuing with respect to such series, and subject to certain conditions, have
all the rights with respect to remedies that would otherwise have been
exercisable by the Holders of Debt Securities of that series.

                  At any time after such a declaration of acceleration with
respect to Debt Securities of any series shall have been made and before a
judgment or decree for payment of the money due shall have been obtained by the
Trustee as hereinafter in this Article provided, the Event or Events of Default
giving rise to such declaration of acceleration shall, without further act, be
deemed to have been waived, and such declaration and its consequences shall,
without further act, be deemed to have been rescinded and annulled, if

                  (a)      the Company shall have paid or deposited with the
         Trustee a sum sufficient to pay

                           (1)      all overdue interest on all Debt Securities
                  of such series;

                           (2)      the principal of and premium, if any, on any
                  Debt Securities of such series that have become due otherwise
                  than by such declaration of acceleration and interest thereon
                  at the rate or rates prescribed therefor in such Debt
                  Securities;

                           (3)      to the extent that payment of such interest
                  is lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Debt Securities;

                           (4)      all amounts due to the Trustee under Section
                  907;

-----------------------
*        Bracketed language will be inserted in the Indenture under which
         subordinated Debt Securities will be issued.



                                       44
<PAGE>   51

                  and

                  (b)      any other Event or Events of Default with respect to
         Debt Securities of such series, other than the non-payment of the
         principal of Debt Securities of such series that shall have become due
         solely by reason of such declaration of acceleration, shall have been
         cured or waived as provided in Section 813.

No such rescission shall affect any subsequent Event of Default or impair any
right consequent thereon.

SECTION 803.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                  TRUSTEE.

                  If an Event of Default described in clause (a), (b) or (c) of
Section 801 shall have occurred and be continuing, the Company shall, upon
demand of the Trustee, pay to it, for the benefit of the Holders of the Debt
Securities of the series with respect to which such Event of Default shall have
occurred, the whole amount then due and payable on such Debt Securities for
principal and premium, if any, and interest, if any, and, to the extent
permitted by law, interest on premium, if any, and on any overdue principal and
interest, at the rate or rates prescribed therefor in such Debt Securities, and,
in addition thereto, such further amount as shall be sufficient to cover any
amounts due to the Trustee under Section 907.

                  If the Company shall fail to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Debt
Securities 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 Debt Securities, wherever situated.

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

SECTION 804.      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
Debt Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Debt
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,


                                       45
<PAGE>   52

                  (a)      to file and prove a claim for the whole amount of
         principal, premium, if any, and interest, if any, owing and unpaid in
         respect of the Debt 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 amounts due to the Trustee
         under Section 907) and of the Holders allowed in such judicial
         proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amounts due it under Section 907.

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

SECTION 805.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT
                  SECURITIES.

                  All rights of action and claims under this Indenture or the
Debt Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Debt Securities 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 in respect of which such
judgment has been recovered.

SECTION 806.      APPLICATION OF MONEY COLLECTED.

                  [Subject to the provisions of Article XV,]* any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or premium, if any, or
interest, if any, upon presentation of the Debt Securities in respect of which
or for the benefit of which such money shall have been collected and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 907;

                  SECOND: To the payment of the amounts then due and unpaid upon
         the Debt Securities for principal of and premium, if any, and interest,
         if any, in respect of which or for the benefit of which such money has
         been collected, ratably, without preference or


-----------------------
*        Bracketed language will be inserted in the Indenture under which
         subordinated Debt Securities will be issued.


                                       46
<PAGE>   53

         priority of any kind, according to the amounts due and payable on such
         Debt Securities for principal, premium, if any, and interest, if any,
         respectively; and

                  THIRD: To the payment of the remainder, if any, to the
         Company, or to whomsoever may be lawfully entitled to receive the same
         or as a court of competent jurisdiction may direct.

SECTION 807.      LIMITATION ON SUITS.

                  No Holder 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:

                  (a)      such Holder shall have previously given written
         notice to the Trustee of a continuing Event of Default with respect to
         the Debt Securities of such series;

                  (b)      the Holders of not less than a majority in aggregate
         principal amount of the Outstanding Debt Securities of all series in
         respect of which an Event of Default shall have occurred and be
         continuing, considered as one class, 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;

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

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

                  (e)      no direction inconsistent with such written request
         shall have been given to the Trustee during such 60-day period by the
         Holders of a majority in aggregate principal amount of the Outstanding
         Debt Securities of all series in respect of which an Event of Default
         shall have occurred and be continuing, considered as one class;

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 of such
Holders.

SECTION 808.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
                  AND INTEREST.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Debt Security shall have the right, which is absolute and
unconditional, to receive payment of the


                                       47
<PAGE>   54

principal of and premium, if any, and (subject to Section 307 [and 312]*)
interest, if any, on such Debt Security on the Stated Maturity or Maturities
expressed in such Debt Security (or, in the case of redemption, on the
Redemption Date) 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 809.      RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 810.      RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders 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 811.      DELAY OR OMISSION NOT WAIVER.

                  No delay or omission of the Trustee or of any Holder 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 an
acquiescence therein. Every right and remedy given by this Article 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, as the case may
be.

SECTION 812.      CONTROL BY HOLDERS OF DEBT SECURITIES.

                  If an Event of Default shall have occurred and be continuing
in respect of a series of Debt Securities, the Holders of a majority in
principal amount of the Outstanding Debt Securities of such 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 Debt Securities of such series; provided,
however, that if an Event of Default shall have occurred and be continuing with
respect to more than one series of Debt Securities, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of all such
series, considered as one class, shall have the right to


-----------------------
*        Bracketed language will be inserted in the Indenture under which
         subordinated Debt Securities will be issued.


                                       48
<PAGE>   55

make such direction, and not the Holders of the Debt Securities of any one of
such series; and provided, further, that

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

                  (b)      the Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such direction.

                  Before proceeding to exercise any right or power hereunder at
the direction of such Holders, the Trustee shall be entitled to receive from
such Holders reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with any such direction.

SECTION 813.      WAIVER OF PAST DEFAULTS.

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

                  (a)      in the payment of the principal of or premium, if
         any, or interest, if any, on any Debt Security of such series, or

                  (b)      in respect of a covenant or provision hereof that
         under Section 1202 cannot be modified or amended without the consent of
         the Holder of each Outstanding Debt Security of such series affected.

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

SECTION 814.      UNDERTAKING FOR COSTS.

                  The Company and the Trustee agree, and each Holder by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Debt Securities of all series in respect of
which such suit may be brought, considered as one class, or


                                       49
<PAGE>   56

to any suit instituted by any Holder for the enforcement of the payment of the
principal of or premium, if any, or interest, if any, on any Debt Security on or
after the Stated Maturity or Maturities expressed in such Debt Security (or, in
the case of redemption, on or after the Redemption Date).

SECTION 815.      WAIVER OF STAY OR EXTENSION LAWS.

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

                                   ARTICLE IX

                                   THE TRUSTEE


         SECTION 901. CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a)      The Trustee shall have and be subject to all the
         duties and responsibilities specified with respect to an indenture
         trustee in the Trust Indenture Act, and no implied covenants or
         obligations shall be read into this Indenture against the Trustee.

                  (b)      The Trustee, prior to the occurrence of an Event of
         Default and after the curing or waiving of all Events of Default that
         may have occurred, undertakes to perform such duties and only such
         duties as are specifically set forth in this Indenture. In case an
         Event of Default of which the Trustee has knowledge (as provided in
         Section 9.03(h) hereof) has occurred and is continuing, the Trustee
         shall exercise such of the rights and powers vested in it by this
         Indenture, and use the same degree of care and skill in their exercise,
         as a prudent person would exercise or use under the circumstances in
         the conduct of such person's own affairs.

                  (c)      No provision of this Indenture shall be construed to
         relieve the Trustee from liability for its own negligent action, its
         own negligent failure to act or its own willful misconduct, except that
         prior to the occurrence of an Event of Default and after the curing or
         waiving of all Events of Default that may have occurred

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


                                       50
<PAGE>   57

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

                  (d)      The Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith, in accordance
         with the direction of the Holders of Debt Securities pursuant to
         Section 812, relating to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee, or exercising any
         trust or power conferred upon the Trustee, under this Indenture.

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

                  (f)      Notwithstanding anything contained in this Indenture
         to the contrary, the duties and responsibilities of the Trustee under
         this Indenture shall be subject to the protections, exculpations and
         limitations on liability afforded to the Trustee under the provisions
         of the Trust Indenture Act, including those provisions of such Act
         deemed by such Act to be included herein.

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

SECTION 902.      NOTICE OF DEFAULTS.

                  The Trustee shall give the Holders notice of any default
hereunder with respect to the Debt Securities of any series to the Holders of
Debt Securities of such series of which it has knowledge (within the meaning of
Section 903(h) hereof) in the manner and to the extent required to do so by the
Trust Indenture Act, unless such default shall have been cured or waived;
provided, however, that in the case of any default of the character specified in
Section 801(d), no such notice to Holders shall be given until at least 60 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event that is, or after notice or lapse of time, or both,
would become, an Event of Default.


                                       51
<PAGE>   58

SECTION 903.      CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 901 and to the applicable
provisions of the Trust Indenture Act:

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

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

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

                  (d)      the Trustee may consult with 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;

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

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

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


                                       52
<PAGE>   59

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

SECTION 904.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT SECURITIES.

                  The recitals contained herein and in the Debt Securities
(except the Trustee's certificates of authentication) shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Debt Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Debt Securities or the
proceeds thereof.

SECTION 905.      MAY HOLD DEBT SECURITIES.

                  Each of the Trustee, any Authenticating Agent, any Paying
Agent, any Debt Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Debt
Securities and, subject to Sections 908 and 913, may otherwise deal with the
Company with the same rights it would have if it were not the Trustee,
Authenticating Agent, Paying Agent, Debt Security Registrar or such other agent.

SECTION 906.      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 investment of any money received by
it hereunder except as expressly provided herein or otherwise agreed with, and
for the sole benefit of, the Company.

SECTION 907.      COMPENSATION AND REIMBURSEMENT.

                  The Company shall

                  (a)      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);

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


                                       53
<PAGE>   60

                  (c)      indemnify the Trustee and hold it harmless from and
         against any and all losses, demands, claims, liabilities, causes of
         action or expenses (including reasonable attorneys' fees and expenses)
         incurred by it arising out of or in connection with the acceptance or
         administration of the trust or trusts hereunder or the performance of
         its duties hereunder, including the reasonable costs and expenses of
         defending itself against any claim or liability in connection with the
         exercise or performance of any of its powers or duties hereunder,
         except to the extent any such loss, demand, claim, liability, cause of
         action or expense may be attributable to its negligence, willful
         misconduct or bad faith and may assume the defense of the Trustee with
         counsel acceptable to the Trustee, unless the Trustee shall have been
         advised by counsel that there may be one or more legal defenses
         available to it that are different from or additional to those
         available to the Company, in which case the Trustee may engage separate
         counsel, and the fees and expenses of such counsel shall be assumed by
         the Company.

                  As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a lien prior to the Debt
Securities upon all property and funds held or collected by the Trustee as such
other than property and funds held in trust for the payment of principal,
premium, if any, and interest on Debt Securities. "Trustee" for purposes of this
Section shall include any predecessor Trustee; provided, however, that the
negligence, willful misconduct or bad faith of any Trustee hereunder shall not
affect the rights of any other Trustee hereunder.

                  When a Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 801(e) or Section
801(f), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

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

SECTION 908.      DISQUALIFICATION; CONFLICTING INTERESTS.

                  If the Trustee shall have or acquire any conflicting interest
within the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this
Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a Trustee under any other indenture to
which the Trustee and the Company are a party, if any, or with respect to the
securities issued thereunder, if any.

SECTION 909.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall be

                  (a)      a corporation organized and doing business under the
         laws of the United States, any state or territory thereof or the
         District of Columbia, authorized under such


                                       54
<PAGE>   61

         laws to exercise corporate trust powers, having a combined capital and
         surplus of at least $100,000,000 and subject to supervision or
         examination by federal or state authority, or

                  (b)      if and to the extent permitted by the Commission by
         rule, regulation or order upon application, a corporation or other
         Person organized and doing business under the laws of a foreign
         government, authorized under such laws to exercise corporate trust
         powers, having a combined capital and surplus of at least $100,000,000
         or the Dollar equivalent of the applicable foreign currency and subject
         to supervision or examination by authority of such foreign government
         or a political subdivision thereof substantially equivalent to
         supervision or examination applicable to United States institutional
         trustees,

and, in either case, qualified and eligible under this Article and the Trust
Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 910.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a)      No resignation or removal of the Trustee and no
         appointment of a successor Trustee pursuant to this Article shall
         become effective until the acceptance of appointment by the successor
         Trustee in accordance with the applicable requirements of Section 911.

                  (b)      The Trustee may resign at any time with respect to
         the Debt Securities of one or more series by giving written notice
         thereof to the Company. If the instrument of acceptance by a successor
         Trustee required by Section 911 shall not have been delivered to the
         Trustee within 30 days after the giving of such notice of resignation,
         the resigning Trustee may petition any court of competent jurisdiction
         for the appointment of a successor Trustee with respect to the Debt
         Securities of such series.

                  (c)      The Trustee may be removed at any time with respect
         to the Debt Securities of any series by Act of the Holders of a
         majority in principal amount of the Outstanding Debt 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
                  Section 908 after written request therefor by the Company or
                  by any Holder who has been a bona fide Holder for at least six
                  months, or

                           (2)      the Trustee shall cease to be eligible under
                  Section 909 and shall fail to resign after written request
                  therefor by the Company or by any such Holder, or


                                       55
<PAGE>   62

                           (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, (x) the Company by a Board Resolution may remove the
Trustee with respect to all Debt Securities or (y) subject to Section 814, any
Holder who has been a bona fide Holder 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 Debt 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 (other than as contemplated in clause (y) in
         subsection (d) of this Section), with respect to the Debt Securities of
         one or more series, the Company, by a Board Resolution, shall promptly
         appoint a successor Trustee or Trustees with respect to the Debt
         Securities of that or those series (it being understood that any such
         successor Trustee may be appointed with respect to the Debt 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 Debt Securities of any
         particular series) and shall comply with the applicable requirements of
         Section 911. If, within one year after such resignation, removal or
         incapability, or the occurrence of such vacancy, a successor Trustee
         with respect to the Debt Securities of any series shall be appointed by
         Act of the Holders of a majority in principal amount of the Outstanding
         Debt 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 in accordance with the
         applicable requirements of Section 911, become the successor Trustee
         with respect to the Debt Securities of such series and to that extent
         supersede the successor Trustee appointed by the Company. If no
         successor Trustee with respect to the Debt Securities of any series
         shall have been so appointed by the Company or the Holders and accepted
         appointment in the manner required by Section 911, any Holder who has
         been a bona fide Holder of a Debt Security of such series for at least
         six months may, on behalf of itself and all others similarly situated,
         petition any court of competent jurisdiction for the appointment of a
         successor Trustee with respect to the Debt Securities of such series.

                  (f)      So long as no event that is, or after notice or lapse
         of time, or both, would become, an Event of Default shall have occurred
         and be continuing, and except with respect to a Trustee appointed by
         Act of the Holders of a majority in principal amount of the Outstanding
         Debt Securities pursuant to subsection (e) of this Section, if the
         Company shall have delivered to the Trustee (i) a Board Resolution
         appointing a successor Trustee, effective as of a date specified
         therein, and (ii) an instrument of acceptance of such appointment,
         effective as of such date, by such successor Trustee in accordance with
         Section 911, the Trustee shall be deemed to have resigned as
         contemplated in subsection (b) of this Section, the successor Trustee
         shall be deemed to have been appointed by the Company pursuant to
         subsection (e) of this Section and such appointment shall be deemed to
         have been accepted as contemplated in Section 911, all as of such date,
         and all


                                       56
<PAGE>   63

         other provisions of this Section and Section 911 shall be applicable to
         such resignation, appointment and acceptance except to the extent
         inconsistent with this subsection (f).

                  (g)      The Company or, should the Company fail so to act
         promptly, the successor Trustee, at the expense of the Company, shall
         give notice of each resignation and each removal of the Trustee with
         respect to the Debt Securities of any series and each appointment of a
         successor Trustee with respect to the Debt Securities of any series by
         mailing written notice of such event by first-class mail, postage
         prepaid, to all Holders of Debt Securities of such series as their
         names and addresses appear in the Debt Security Register. Each notice
         shall include the name of the successor Trustee with respect to the
         Debt Securities of such series and the address of its corporate trust
         office.

SECTION 911.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

                  (b)      In case of the appointment hereunder of a successor
         Trustee with respect to the Debt Securities of one or more (but not
         all) series, the Company, the retiring Trustee and each successor
         Trustee with respect to the Debt Securities of one or more series shall
         execute and deliver an indenture supplemental hereto wherein each
         successor Trustee shall accept such appointment and which (1) shall
         contain such provisions as shall be necessary or desirable to transfer
         and confirm to, and to vest in, each successor Trustee all the rights,
         powers, trusts and duties of the retiring Trustee with respect to the
         Debt 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 Debt 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 Debt 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
         each such Trustee shall be trustee of a trust or trusts hereunder
         separate and apart from any trust or trusts hereunder administered by
         any other such Trustee; and upon the execution and delivery of such
         supplemental indenture, the resignation or removal of the retiring
         Trustee shall become effective to the extent provided therein and each
         such


                                       57
<PAGE>   64

         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 Debt 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, upon payment of all sums owed to it, shall duly assign,
         transfer and deliver to such successor Trustee all property and money
         held by such retiring Trustee hereunder with respect to the Debt
         Securities of that or those series to which the appointment of such
         successor Trustee relates.

                  (c)      Upon request of any such successor Trustee, the
         Company shall execute any instruments that fully vest in and confirm to
         such successor Trustee all such rights, powers and trusts referred to
         in subsection (a) or (b) of this Section, as the case may be.

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

SECTION 912.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 913.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  If the Trustee shall be or become a creditor of the Company or
any other obligor upon the Debt Securities (other than by reason of a
relationship described in Section 311(b) of the Trust Indenture Act), the
Trustee shall be subject to any and all applicable provisions of the Trust
Indenture Act regarding the collection of claims against the Company or such
other obligor. For purposes of Section 311(b) of the Trust Indenture Act:

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

                  (b)      the term "self-liquidating paper" means any draft,
         bill of exchange, acceptance or obligation that is made, drawn,
         negotiated or incurred by the Company for the purpose of financing the
         purchase, processing, manufacturing, shipment, storage or


                                       58
<PAGE>   65

         sale of goods, wares or merchandise and that is secured by documents
         evidencing title to, possession of, or a lien upon, the goods, wares or
         merchandise or the receivables or proceeds arising from the sale of the
         goods, wares or merchandise previously constituting the security,
         provided the security is received by the Trustee simultaneously with
         the creation of the creditor relationship with the Company arising from
         the making, drawing, negotiating or incurring of the draft, bill of
         exchange, acceptance or obligation.

SECTION 914.      CO-TRUSTEES AND SEPARATE TRUSTEES.

                  At any time or times, for the purpose of meeting the legal
requirements of any applicable jurisdiction, the Company and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the
Holders of at least 33% in principal amount of the Debt Securities then
Outstanding, the Company shall for such purpose join with the Trustee in the
execution and delivery of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Trustee either to act as
co-trustee, jointly with the Trustee, or to act as separate trustee, in either
case with such powers as may be provided in the instrument of appointment, and
to vest in such Person or Persons, in the capacity aforesaid, any property,
title, right or power deemed necessary or desirable, subject to the other
provisions of this Section. If the Company does not join in such appointment
within 15 days after the receipt by it of a request so to do, or if an Event of
Default shall have occurred and be continuing, the Trustee alone shall have
power to make such appointment.

                  Should any written instrument or instruments from the Company
be required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company.

                  Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following
conditions:

                  (a)      the Debt Securities shall be authenticated and
         delivered, and all rights, powers, duties and obligations hereunder in
         respect of the custody of securities, cash and other personal property
         held by, or required to be deposited or pledged with, the Trustee
         hereunder, shall be exercised solely, by the Trustee;

                  (b)      the rights, powers, duties and obligations hereby
         conferred or imposed upon the Trustee in respect of any property
         covered by such appointment shall be conferred or imposed upon and
         exercised or performed either by the Trustee or by the Trustee and such
         co-trustee or separate trustee jointly, as shall be provided in the
         instrument appointing such co-trustee or separate trustee, except to
         the extent that under any law of any jurisdiction in which any
         particular act is to be performed, the Trustee shall be incompetent or
         unqualified to perform such act, in which event such rights, powers,
         duties and obligations shall be exercised and performed by such
         co-trustee or separate trustee;


                                       59
<PAGE>   66

                  (c)      the Trustee at any time, by an instrument in writing
         executed by it, with the concurrence of the Company, may accept the
         resignation of or remove any co-trustee or separate trustee appointed
         under this Section, and, if an Event of Default shall have occurred and
         be continuing, the Trustee shall have power to accept the resignation
         of, or remove, any such co-trustee or separate trustee without the
         concurrence of the Company. Upon the written request of the Trustee,
         the Company shall join with the Trustee in the execution and delivery
         of all instruments and agreements necessary or proper to effectuate
         such resignation or removal. A successor to any co-trustee or separate
         trustee so resigned or removed may be appointed in the manner provided
         in this Section;

                  (d)      no co-trustee or separate trustee hereunder shall be
         personally liable by reason of any act or omission of the Trustee, or
         any other such trustee hereunder, and the Trustee shall have no
         liability, personally or in its capacity as Trustee, for any act or
         omission of any co-trustee or separate trustee hereunder; and

                  (e)      any Act of Holders delivered to the Trustee shall be
         deemed to have been delivered to each such co-trustee and separate
         trustee.

SECTION 915.      APPOINTMENT OF AUTHENTICATING AGENT.

                  The Trustee may appoint an Authenticating Agent or Agents with
respect to the Debt Securities of one or more series, or any Tranche thereof,
which shall be authorized to act on behalf of the Trustee to authenticate Debt
Securities of such series or Tranche issued upon original issuance, exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Debt 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. Wherever reference is made in this
Indenture to the authentication and delivery of Debt 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
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States, any state or territory
thereof or the District of Columbia or the Commonwealth of Puerto Rico,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation


                                       60
<PAGE>   67

succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving 45
days written notice thereof to the Trustee and to the Company. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent that shall be acceptable to the Company. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

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

                  The provisions of Sections 308, 904 and 905 shall be
applicable to each Authenticating Agent.

                  If an appointment with respect to the Debt Securities of one
or more series, or any Tranche thereof, shall be made pursuant to this Section,
the Debt Securities of such series or Tranche may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication substantially in the following form:

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

Dated:
      -----------------------
                                           By
                                             -----------------------------------
                                                    As Trustee


                                           By
                                             -----------------------------------
                                                    As Authenticating Agent


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

                  If all of the Debt Securities of a series may not be
originally issued at one time, and if the Trustee does not have an office
capable of authenticating Debt Securities upon original


                                       61
<PAGE>   68

issuance located in a Place of Payment where the Company wishes to have Debt
Securities of such series authenticated upon original issuance, the Trustee, if
so requested by the Company in writing (which writing need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel), shall
appoint, in accordance with this Section and in accordance with such procedures
as shall be acceptable to the Trustee, an Authenticating Agent having an office
in a Place of Payment designated by the Company with respect to such series of
Debt Securities.

                                    ARTICLE X

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 1001.     LISTS OF HOLDERS.

                  Semiannually, not later than _______________ and _____________
in each year, commencing with the year 200_, and at such other times as the
Trustee may request in writing, the Company shall furnish or cause to be
furnished to the Trustee information as to the names and addresses of the
Holders, and the Trustee shall preserve such information and similar information
received by it in any other capacity and afford to the Holders access to
information so preserved by it, all to such extent, if any, and in such manner
as shall be required by the Trust Indenture Act; provided, however, that no such
list need be furnished so long as the Trustee shall be the Debt Security
Registrar. Every holder of Debt Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Debt Securities in accordance with Section 312 of the Trust Indenture Act, or
any successor section of such 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 Trustee Indenture Act, or any successor section of such Act.

SECTION 1002.     REPORTS BY TRUSTEE AND COMPANY.

                  Annually, not later than _______________ in each year,
commencing _______________, the Trustee shall transmit to the Holders, the
Commission and each securities exchange upon which any Debt Securities are
listed, a report, dated as of the next preceding _______________, with respect
to any events and other matters described in Section 313(a) of the Trust
Indenture Act, in such manner and to the extent required by the Trust Indenture
Act. The Trustee shall transmit to the Holders, the Commission and each
securities exchange upon which any Debt Securities are listed, and the Company
shall file with the Trustee (within 30 days after filing with the Commission in
the case of reports that pursuant to the Trust Indenture Act must be filed with
the Commission and furnished to the Trustee) and transmit to the Holders, such
other information, reports and other documents, if any, at such times and in
such manner, as shall be required by the Trust Indenture Act.

                  The Company shall notify the Trustee of the listing of any
Debt Securities on any securities exchange. Delivery of such reports,
information and documents by the Company to the


                                       62
<PAGE>   69

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

                                   ARTICLE XI

               CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER


SECTION 1101.     COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

                  (a)      the corporation formed by such consolidation or into
         which the Company is merged or the Person that acquires by conveyance
         or transfer, or that leases, the properties and assets of the Company
         substantially as an entirety shall be a Person organized and existing
         under the laws of the United States, any state thereof or the District
         of Columbia, and shall expressly assume, by an indenture supplemental
         hereto, executed and delivered to the Trustee, in form satisfactory to
         the Trustee, the due and punctual payment of the principal of, and
         premium, if any, and interest, if any, on all Outstanding Debt
         Securities and the performance of every covenant of this Indenture on
         the part of the Company to be performed or observed;

                  (b)      immediately after giving effect to such transaction
         and treating any indebtedness for borrowed money that becomes an
         obligation of the Company as a result of such transaction as having
         been incurred by the Company at the time of such transaction, no Event
         of Default, and no event that, after notice or lapse of time or both,
         would become an Event of Default, shall have occurred and be
         continuing; and

                  (c)      the Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, or other transfer or lease and such
         supplemental indenture comply with this Article and that all conditions
         precedent herein provided for relating to such transactions have been
         complied with.

SECTION 1102.     SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation by the Company with or merger by the
Company into any other corporation or any conveyance or other transfer or lease
of the properties and assets of the Company substantially as an entirety in
accordance with Section 1101, the successor corporation formed by such
consolidation or into which the Company is merged or the Person to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company
herein, and thereafter, except in the case of a


                                       63


<PAGE>   70
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Debt Securities Outstanding hereunder

                                  ARTICLE XII

                             SUPPLEMENTAL INDENTURES


SECTION 1201.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.


                  Without the consent of any Holders, the Company and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

                  (a)      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 Debt Securities, all as provided in
         Article XI; or

                  (b)      to add one or more covenants of the Company or other
         provisions for the benefit of all Holders or for the benefit of the
         Holders of, or to remain in effect only so long as there shall be
         Outstanding, Debt Securities of one or more specified series, or one or
         more specified Tranches thereof, or to surrender any right or power
         herein conferred upon the Company; or

                  (c)      to add any additional Events of Default with respect
         to all or any series of Debt Securities Outstanding hereunder; or

                  (d)      to change or eliminate any provision of this
         Indenture or to add any new provision to this Indenture; provided,
         however, that if such change, elimination or addition shall adversely
         affect the interests of the Holders of Debt Securities of any series or
         Tranche Outstanding on the date of such indenture supplemental hereto
         in any material respect, such change, elimination or addition shall
         become effective with respect to such series or Tranche only pursuant
         to the provisions of Section 1202 hereof or when no Debt Security of
         such series or Tranche remains Outstanding; or

                  (e)      to provide collateral security for the Debt
         Securities; or

                  (f)      to establish the form or terms of Debt Securities of
         any series or Tranche as contemplated by Sections 201 and 301; or

                  (g)      to provide for the authentication and delivery of
         bearer securities and coupons appertaining thereto representing
         interest, if any, thereon and for the procedures for the registration,
         exchange and replacement thereof and for the giving of notice to, and
         the solicitation of the vote or consent of, the holders thereof, and
         for any and all other matters incidental thereto; or


                                       64
<PAGE>   71

                  (h)      to evidence and provide for the acceptance of
         appointment hereunder by a separate or successor Trustee with respect
         to the Debt Securities of one or more series and to add to or change
         any of the provisions of this Indenture as shall be necessary to
         provide for or facilitate the administration of the trusts hereunder by
         more than one Trustee, pursuant to the requirements of Section 911(b);
         or

                  (i)      to provide for the procedures required to permit the
         Company to utilize, at its option, a non-certificated system of
         registration for all, or any series or Tranche of, the Debt Securities;
         or

                  (j)      to change any place or places where (1) the principal
         of and premium, if any, and interest, if any, on all or any series of
         Debt Securities, or any Tranche thereof, shall be payable, (2) all or
         any series of Debt Securities, or any Tranche thereof, may be
         surrendered for registration of transfer, (3) all or any series of Debt
         Securities, or any Tranche thereof, may be surrendered for exchange and
         (4) notices and demands to or upon the Company in respect of all or any
         series of Debt Securities, or any Tranche thereof, and this Indenture
         may be served; or

                  (k)      to cure any ambiguity or to correct or supplement any
         provision herein that may be defective or inconsistent with any other
         provision herein; provided that no such changes or additions shall
         adversely affect the interests of the Holders of Debt Securities of any
         series or Tranche in any material respect.

                  Without limiting the generality of the foregoing, if the Trust
Indenture Act as in effect at the date of the execution and delivery of this
Indenture or at any time thereafter shall be amended and

                  (x)      if any such amendment shall require one or more
changes to any provisions hereof or the inclusion herein of any additional
provisions, or shall by operation of law be deemed to effect such changes or
incorporate such provisions by reference or otherwise, this Indenture shall be
deemed to have been amended so as to conform to such amendment to the Trust
Indenture Act, and the Company and the Trustee may, without the consent of any
Holders, enter into an indenture supplemental hereto to effect or evidence such
changes or additional provisions; or

                  (y)      if any such amendment shall permit one or more
changes to, or the elimination of, any provisions hereof that, at the date of
the execution and delivery hereof or at any time thereafter, are required by the
Trust Indenture Act to be contained herein, this Indenture shall be deemed to
have been amended to effect such changes or elimination, and the Company and the
Trustee may, without the consent of any Holders, enter into an indenture
supplemental hereto to evidence such amendment hereof, provided such amendment
does not have a material adverse effect on any Holders.


                                       65
<PAGE>   72

SECTION 1202.     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  With the consent of the Holders of not less than a majority in
aggregate principal amount of the Debt Securities of all series then Outstanding
under this Indenture, considered as one class, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by 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; provided,
however, that if there shall be Debt Securities of more than one series
Outstanding hereunder and if a proposed supplemental indenture shall directly
affect the rights of the Holders of Debt Securities of one or more, but less
than all, of such series, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of all series so
directly affected, considered as one class, shall be required; and provided,
further, that if the Debt Securities of any series shall have been issued in
more than one Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Debt Securities of one or more, but less
than all, of such Tranches, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of all Tranches
so directly affected, considered as one class, shall be required; and provided,
further, that no such supplemental indenture shall:

                  (a)      change the Stated Maturity of the principal of, or
         any installment of principal of or interest on [(except as provided in
         Section 312 hereof)]* any Debt Security, or reduce the principal amount
         thereof or the rate of interest thereon (or the amount of any
         installment of interest thereon) or change the method of calculating
         such rate or reduce any premium payable upon the redemption thereof, or
         reduce the amount of the principal of a Discount Debt Security that
         would be due and payable upon a declaration of acceleration of the
         Maturity thereof pursuant to Section 802, or change the coin or
         currency (or other property) in which any Debt Security or any premium
         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 of any Debt Security (or, in the case of redemption, on or
         after the Redemption Date), without, in any such case, the consent of
         the Holder of such Debt Security, or

                  (b)      reduce the percentage in principal amount of the
         Outstanding Debt Securities of any series or any Tranche thereof, the
         consent of the Holders of which is required for any such supplemental
         indenture, or the consent of the Holders of which is required for any
         waiver of compliance with any provision of this Indenture or of any
         default hereunder and its consequences, or reduce the requirements of
         Section 1304 for quorum or voting, without, in any such case, the
         consent of the Holders of each Outstanding Debt Security of such series
         or Tranche, or

                  (c)      modify any of the provisions of this Section, Section
         607 or Section 813 with respect to the Debt Securities of any series,
         or any Tranche thereof (except to


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

*        Bracketed language will be inserted in the Indenture under which
         subordinated Securities will be issued.


                                       66
<PAGE>   73

         increase the percentages in principal amount referred to in this
         Section or such other Sections or to provide that other provisions of
         this Indenture cannot be modified or waived without the consent of the
         Holder of each Outstanding Debt Security affected thereby); provided,
         however, that this clause shall not be deemed to require the consent of
         any Holder with respect to changes in the references to "the Trustee"
         and concomitant changes in this Section, or the deletion of this
         proviso, in accordance with the requirements of Sections 911(b), 914
         and 1201(h).

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

                  Upon the request of the Company, accompanied by a copy of the
Board Resolution authorizing the execution of any such supplemental indenture,
compliance by the Company with Section 1203 hereof, and the filing with the
Trustee of evidence of the consent of the Holders of the Debt Securities
required hereunder with respect to the proposed supplemental indenture, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless the supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture, or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to enter into such
supplemental indenture.

                  It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof. A
waiver by a Holder of such Holder's right to consent under this Section shall be
deemed to be a consent of such Holder.

SECTION 1203.     EXECUTION OF SUPPLEMENTAL INDENTURES.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be provided
and (subject to Section 901) shall be fully protected in relying upon an
Officer's Certificate and Opinion of Counsel, each stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.

SECTION 1204.     EFFECT OF SUPPLEMENTAL INDENTURES.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Debt Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby. Any supplemental indenture permitted
by this Article may restate this Indenture in its entirety, and, upon the
execution and delivery thereof, any such restatement shall supersede this
Indenture as theretofore in effect for all purposes.


                                       67
<PAGE>   74

SECTION 1205.     CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 1206.     REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES.

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

SECTION 1207.     MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

                  If the terms of any particular series of Debt Securities shall
have been established in a Board Resolution or an Officer's Certificate pursuant
to a Board Resolution as contemplated by Section 301, and not in an indenture
supplemental hereto, additions to, changes in or the elimination of any of such
terms may be effected by means of a supplemental Board Resolution or Officer's
Certificate, as the case may be, delivered to, and accepted by, the Trustee;
provided, however, that such supplemental Board Resolution or Officer's
Certificate shall not be accepted by the Trustee or otherwise be effective
unless all conditions set forth in this Indenture that would be required to be
satisfied if such additions, changes or elimination were contained in a
supplemental indenture shall have been appropriately satisfied. Upon the
acceptance thereof by the Trustee, any such supplemental Board Resolution or
Officer's Certificate shall be deemed to be a "supplemental indenture" for
purposes of Section 1204 and 1206.

                                  ARTICLE XIII

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING


SECTION 1301.     PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

                  A meeting of Holders of Debt Securities of one or more, or
all, series, or any Tranche or Tranches thereof, may be called at any time and
from time to time pursuant to this Article 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 Debt
Securities of such series or Tranches.

SECTION 1302.     CALL, NOTICE AND PLACE OF MEETINGS.

                  (a)      The Trustee may at any time call a meeting of
         Holders of Debt Securities of one or more, or all, series, or any
         Tranche or Tranches thereof, for any purpose


                                       68
<PAGE>   75

         specified in Section 1301, to be held at such time and at such place in
         the Borough of Manhattan, The City of New York, as the Trustee shall
         determine, or, with the approval of the Company, at any other place.
         Notice of every such meeting, 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)      If the Trustee shall have been requested to call a
         meeting of the Holders of Debt Securities of one or more, or all,
         series, or any Tranche or Tranches thereof, by the Company or by the
         Holders of at least 33% in aggregate principal amount of all of such
         series and Tranches, considered as one class, for any purpose specified
         in Section 1301, by written request setting forth in reasonable detail
         the action proposed to be taken at the meeting, and the Trustee shall
         not have given 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 Debt
         Securities of such series and Tranches in the amount above specified,
         as the case may be, may determine the time and the place in the Borough
         of Manhattan, The City of New York, or in such other place as shall be
         determined or approved by the Company, for such meeting and may call
         such meeting for such purposes by giving notice thereof as provided in
         subsection (a) of this Section.

                  (c)      Any meeting of Holders of Debt Securities of one or
         more, or all, series, or any Tranche or Tranches thereof, shall be
         valid without notice if the Holders of all Outstanding Debt Securities
         of such series or Tranches are present in person or by proxy and if
         representatives of the Company and the Trustee are present, or if
         notice is waived in writing before or after the meeting by the Holders
         of all Outstanding Debt Securities of such series, or by such of them
         as are not present at the meeting in person or by proxy, and by the
         Company and the Trustee.

SECTION 1303.     PERSONS ENTITLED TO VOTE AT MEETINGS.

                  To be entitled to vote at any meeting of Holders of Debt
Securities of one or more, or all, series, or any Tranche or Tranches thereof, a
Person shall be (a) a Holder of one or more Outstanding Debt Securities of such
series or Tranches, or (b) a Person appointed by an instrument in writing as
proxy for a Holder or Holders of one or more Outstanding Debt Securities of such
series or Tranches by such Holder or Holders. The only Persons who shall be
entitled to attend any meeting of Holders of Debt Securities of any series or
Tranche 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 1304.     QUORUM; ACTION.

                  The Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Debt Securities of the series and Tranches with
respect to which a meeting shall have been called as hereinbefore provided,
considered as one class, shall constitute a quorum for a meeting of Holders of
Debt Securities of such series and Tranches; provided, however, that if


                                       69
<PAGE>   76

any action is to be taken at such meeting that this Indenture expressly provides
may be taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Debt Securities of such series
and Tranches, considered as one class, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Debt Securities of
such series and Tranches, considered as one class, shall constitute a quorum. In
the absence of a quorum within one hour of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Debt
Securities of such series and Tranches, be dissolved. In any other case the
meeting may be adjourned for such period as may be 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 such period as may be determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Except as provided by Section 1305(e),
notice of the reconvening of any meeting adjourned for more than 30 days shall
be given as provided in Section 1302(a) not less than ten days prior to the date
on which the meeting is scheduled to be reconvened. Notice of the reconvening of
an adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Debt Securities of such series and
Tranches that shall constitute a quorum.

                  Except as limited by Section 1202, any resolution presented to
a meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of the
series and Tranches with respect to which such meeting shall have been called,
considered as one class; provided, however, that, except as so limited, any
resolution with respect to any action that this Indenture expressly provides may
be taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Debt Securities of such series
and Tranches, considered as one class, 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 Debt Securities of such series and Tranches,
considered as one class.

                  Any resolution passed or decision taken at any meeting of
Holders of Debt Securities duly held in accordance with this Section shall be
binding on all the Holders of Debt Securities of the series and Tranches with
respect to which such meeting shall have been held, whether or not present or
represented at the meeting.

SECTION 1305.     ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING RIGHTS;
                  CONDUCT AND ADJOURNMENT OF MEETINGS.

                  (a)      Attendance at meetings of Holders of Debt Securities
         may be in person or by proxy; and, to the extent permitted by law, any
         such proxy shall remain in effect and be binding upon any future Holder
         of the Debt Securities with respect to which it was given unless and
         until specifically revoked by the Holder or future Holder of such Debt
         Securities before being voted.

                  (b)      Notwithstanding any other provisions of this
         Indenture, the Trustee may make such reasonable regulations as it may
         deem advisable for any meeting of Holders of


                                       70
<PAGE>   77

         Debt Securities in regard to proof of the holding of such Debt
         Securities and of the appointment of proxies and in regard to the
         appointment and duties of inspectors of votes, the submission and
         examination of proxies, certificates and other evidence of the right to
         vote, and such other matters concerning the conduct of the meeting as
         it shall deem appropriate. Except as otherwise permitted or required by
         any such regulations, the holding of Debt 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. 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.

                  (c)      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 as provided in Section
         1302(b), in which case the Company or the Holders of Debt Securities of
         the series and Tranches 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 aggregate principal amount of
         the Outstanding Debt Securities of all series and Tranches represented
         at the meeting, considered as one class.

                  (d)      At any meeting each Holder or proxy shall be entitled
         to one vote for each $1 principal amount of Debt Securities held or
         represented by him; provided, however, that no vote shall be cast or
         counted at any meeting in respect of any Debt 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 Debt Security or proxy.

                  (e)      Any meeting duly called pursuant to Section 1302 at
         which a quorum is present may be adjourned from time to time by Persons
         entitled to vote a majority in aggregate principal amount of the
         Outstanding Debt Securities of all series and Tranches represented at
         the meeting, considered as one class; and the meeting may be held as so
         adjourned without further notice.

SECTION 1306.     COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

                  The vote upon any resolution submitted to any meeting of
Holders shall be by written ballots on which shall be subscribed the signatures
of the Holders or of their representatives by proxy and the principal amounts
and serial numbers of the Outstanding Debt Securities, of the series and
Tranches with respect to which the meeting shall have been called, 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 of all votes cast at the meeting. A record of the
proceedings of each meeting of Holders shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and


                                       71
<PAGE>   78

showing that said notice was given as provided in Section 1302 and, if
applicable, Section 1304. 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 1307.     ACTION WITHOUT MEETING.

                  In lieu of a vote of Holders at a meeting as hereinbefore
contemplated in this Article, any request, demand, authorization, direction,
notice, consent, waiver or other action may be made, given or taken by Holders
by written instruments as provided in Section 104.

                                  ARTICLE XIV

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


SECTION 1401.     LIABILITY SOLELY CORPORATE.

                  No recourse shall be had for the payment of the principal of
or premium, if any, or interest, if any, on any Debt Securities, or any part
thereof, or for any claim based thereon or otherwise in respect thereof, or of
the indebtedness represented thereby, or upon any obligation, covenant or
agreement under this Indenture, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
predecessor or successor corporation (either directly or through the Company or
a predecessor or successor corporation), whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this
Indenture and all the Debt Securities are solely corporate obligations, and that
no personal liability whatsoever shall attach to, or be incurred by, any
incorporator, stockholder, officer or director, past, present or future, of the
Company or of any predecessor or successor corporation, either directly or
indirectly through the Company or any predecessor or successor corporation,
because of the indebtedness hereby authorized or under or by reason of any of
the obligations, covenants or agreements contained in this Indenture or in any
of the Debt Securities or to be implied herefrom or therefrom, and that any such
personal liability is hereby expressly waived and released as a condition of,
and as part of the consideration for, the execution of this Indenture and the
issuance of the Debt Securities.

                                  [ARTICLE XV

                           SUBORDINATION OF SECURITIES


SECTION 1501.     SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

                  The Company, for itself, its successors and assigns, covenants
and agrees, and each Holder of the Debt Securities of each series, by its
acceptance thereof, likewise covenants and agrees, that the payment of the
principal of and premium, if any, and interest, if any, on each


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<PAGE>   79

and all of the Debt Securities is hereby expressly subordinated, to the extent
and in the manner set forth in this Article, in right of payment to the prior
payment in full of all Senior Indebtedness.

                  Each Holder of the Debt Securities of each series, by its
acceptance thereof, authorizes and directs the Trustee on its behalf to take
such action as may be necessary or appropriate to effectuate the subordination
as provided in this Article, and appoints the Trustee its attorney-in-fact for
any and all such purposes.

                  Without limiting the generality of the foregoing, nothing
contained in this Article shall restrict the right of the Trustee or the Holders
of Debt Securities to take any action to declare the Debt Securities to be due
and payable prior to their stated maturity pursuant to Section 802 or to pursue
any rights or remedies hereunder; provided, however, that all Senior
Indebtedness then due and payable shall first be paid in full before the Holders
of the Debt Securities or the Trustee are entitled to receive any direct or
indirect payment from the Company of principal of, or premium, if any, or
interest on the Debt Securities.

SECTION 1502.     PAYMENT OVER OF PROCEEDS OF SECURITIES.

                  In the event (a) of any insolvency or bankruptcy proceedings
or any receivership, liquidation, reorganization or other similar proceedings in
respect of the Company or a substantial part of its property, or of any
proceedings for liquidation, dissolution or other winding up of the Company,
whether or not involving insolvency or bankruptcy, whether voluntary or
involuntary or (b) subject to the provisions of Section 1503, that (i) a default
shall have occurred with respect to the payment of principal of or interest on
or other monetary amounts due and payable on any Senior Indebtedness, or (ii)
there shall have occurred a default (other than a default in the payment of
principal or interest or other monetary amounts due and payable) in respect of
any Senior Indebtedness, as defined therein or in the instrument under which the
same is outstanding, permitting the holder or holders thereof to accelerate the
maturity thereof (with notice or lapse of time, or both), and such default shall
have continued beyond the period of grace, if any, in respect thereof, and, in
the cases of subclauses (i) and (ii) of this clause (b), such default shall not
have been cured or waived or shall not have ceased to exist, and, in the case of
subclause (ii) of this clause (b), the maturity of such Senior Indebtedness
shall have been accelerated in accordance with the default provisions thereof or
(c) that the principal of and accrued interest on the Debt Securities of any
series shall have been declared due and payable pursuant to Section 801 and such
declaration shall not have been rescinded and annulled as provided in Section
802, then:

                           (1)      the holders of all Senior Indebtedness shall
                  first be entitled to receive payment of the full amount due
                  thereon, or provision shall be made for such payment in money
                  or money's worth, before the Holders of any of the Debt
                  Securities are entitled to receive a payment on account of the
                  principal of or interest on the indebtedness evidenced by the
                  Debt Securities, including, without limitation, any payments
                  made pursuant to Articles IV and V;

                           (2)      any payment by, or distribution of assets
                  of, the Company of any kind or character, whether in cash,
                  property or securities, to which any Holder or the Trustee
                  would be entitled except for the provisions of this Article,
                  shall be


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<PAGE>   80

                  paid or delivered by the person making such payment or
                  distribution, whether a trustee in bankruptcy, a receiver or
                  liquidating trustee or otherwise, directly to the holders of
                  such Senior Indebtedness or their representative or
                  representatives or to the trustee or trustees under any
                  indenture under which any instruments evidencing any of such
                  Senior Indebtedness may have been issued, ratably according to
                  the aggregate amounts remaining unpaid on account of such
                  Senior Indebtedness held or represented by each, to the extent
                  necessary to make payment in full of all Senior Indebtedness
                  remaining unpaid after giving effect to any concurrent payment
                  or distribution (or provision therefor) to the holders of such
                  Senior Indebtedness, before any payment or distribution is
                  made to the Holder of the indebtedness evidenced by the Debt
                  Securities or to the Trustee under this Indenture; and

                           (3)      in the event that, notwithstanding the
                  foregoing, any payment by, or distribution of assets of, the
                  Company of any kind or character, whether in cash, property or
                  securities, in respect of principal of or interest on the Debt
                  Securities or in connection with any repurchase by the Company
                  of the Debt Securities, shall be received by the Trustee or
                  any Holder before all Senior Indebtedness is paid in full to
                  the extent required by subsection (1) of this Section 1502, or
                  provision is made for such payment in money or money's worth,
                  such payment or distribution in respect of principal of or
                  interest on the Debt Securities or in connection with any
                  repurchase by the Company of the Debt Securities shall be paid
                  over to the holders of such Senior Indebtedness or their
                  representative or representatives or to the trustee or
                  trustees under any indenture under which any instruments
                  evidencing any such Senior Indebtedness may have been issued,
                  ratably as aforesaid, for application to the payment of all
                  Senior Indebtedness remaining unpaid until all such Senior
                  Indebtedness shall have been paid in full, after giving effect
                  to any concurrent payment or distribution (or provision
                  therefor) to the holders of such Senior Indebtedness.

                  Notwithstanding the foregoing, at any time after the 123rd day
following the date of deposit of cash or Eligible Obligations pursuant to
Section 701 (provided all conditions set out in such Section shall have been
satisfied), the funds so deposited and any interest thereon will not be subject
to any rights of holders of Senior Indebtedness, including, without limitation,
those arising under this Article; provided that no event described in clauses
(e) and (f) of Section 801 with respect to the Company has occurred during such
123-day period.

                  For purposes of this Article only, the words "cash, property
or securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment that are subordinate in
right of payment to all Senior Indebtedness that may at the time be outstanding
to the same extent as, or to a greater extent than, the Debt Securities are so
subordinated as provided in this Article. The consolidation of the Company with,
or the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article XI hereof shall not


                                       74
<PAGE>   81

be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section 1502 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article XI hereof. Nothing in Section 1501 or in this Section 1502 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
907.

SECTION 1503.     DISPUTES WITH HOLDERS OF CERTAIN SENIOR INDEBTEDNESS.

                  Any failure by the Company to make any payment on or perform
any other obligation in respect of Senior Indebtedness, other than any
indebtedness incurred by the Company or assumed or guaranteed, directly or
indirectly, by the Company for money borrowed (or any deferral, renewal,
extension or refunding thereof) or any other obligation as to which the
provisions of this Section shall have been waived by the Company in the
instrument or instruments by which the Company incurred, assumed, guaranteed or
otherwise created such indebtedness or obligation, shall not be deemed a default
under clause (b) of Section 1502 if (i) the Company shall be disputing its
obligation to make such payment or perform such obligation and (ii) either (A)
no final judgment relating to such dispute shall have been issued against the
Company that is in full force and effect and is not subject to further review,
including a judgment that has become final by reason of the expiration of the
time within which a party may seek further appeal or review, or (B) in the event
that a judgment that is subject to further review or appeal has been issued, the
Company shall in good faith be prosecuting an appeal or other proceeding for
review and a stay of execution shall have been obtained pending such appeal or
review.

SECTION 1504.     SUBROGATION.

                  Senior Indebtedness shall not be deemed to have been paid in
full unless the holders thereof shall have received cash (or securities or other
property satisfactory to such holders) in full payment of such Senior
Indebtedness then outstanding. Upon the payment in full of all Senior
Indebtedness, the Holders of the Debt Securities shall be subrogated to the
rights of the holders of Senior Indebtedness to receive any further payments or
distributions of cash, property or securities of the Company applicable to the
holders of the Senior Indebtedness until all amounts owing on the Debt
Securities shall be paid in full; and such payments or distributions of cash,
property or securities received by the Holders of the Debt Securities, by reason
of such subrogation, which otherwise would be paid or distributed to the holders
of such Senior Indebtedness shall, as between the Company, its creditors other
than the holders of Senior Indebtedness, and the Holders, be deemed to be a
payment by the Company to or on account of Senior Indebtedness, it being
understood that the provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders, on the one hand, and
the holders of the Senior Indebtedness, on the other hand.

                  If any payment or distribution to which the Holders of the
Debt Securities would otherwise have been entitled but for the provisions of
this Article shall have been applied, pursuant to the provisions of this
Article, to the payment of amounts payable under Senior Indebtedness, then and
in such case, the Holders of the Debt Securities shall be entitled to receive
from the holders of such Senior Indebtedness any payments or distributions
received by such


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<PAGE>   82

holders of Senior Indebtedness in excess of the amount required to make payment
to the extent required by Section 1502, or provision for payment, of such Senior
Indebtedness.

SECTION 1505.     OBLIGATION OF THE COMPANY UNCONDITIONAL.

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

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

SECTION 1506.     PRIORITY OF SENIOR INDEBTEDNESS UPON MATURITY.

                  Upon the maturity of the principal of any Senior Indebtedness
by lapse of time, acceleration or otherwise, all matured principal of Senior
Indebtedness and interest and premium, if any, thereon shall first be paid in
full before any payment of principal or premium or interest, if any, is made
upon the Debt Securities or before any Debt Securities can be acquired by the
Company or any sinking fund payment is made with respect to the Debt Securities
(except that required sinking fund payments may be reduced by Debt Securities
acquired before such maturity of such Senior Indebtedness).

SECTION 1507.     TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS.

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

SECTION 1508.     NOTICE TO TRUSTEE TO EFFECTUATE SUBORDINATION.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company that would prohibit the making of any payment to
or by the Trustee in respect of


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<PAGE>   83

the Debt Securities pursuant to the provisions of this Article. Notwithstanding
the provisions of this Article or any other provision of the Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of moneys to or by the Trustee unless
and until the Trustee shall have received written notice thereof from the
Company, from a Holder or from a holder of any Senior Indebtedness or from any
representative or representatives of such holder and, prior to the receipt of
any such written notice, the Trustee shall be entitled, subject to Section 901,
in all respects to assume that no such facts exist; provided, however, that, if
prior to the fifth Business Day preceding the date upon which by the terms
hereof any such moneys may become payable for any purpose, or in the event of
the execution of an instrument pursuant to Section 702 acknowledging
satisfaction and discharge of this Indenture, then if prior to the second
Business Day preceding the date of such execution, the Trustee shall not have
received with respect to such moneys the notice provided for in this Section,
then, anything herein contained to the contrary notwithstanding, the Trustee
may, in its discretion, receive such moneys and/or apply the same to the purpose
for which they were received, and shall not be affected by any notice to the
contrary, which may be received by it on or after such date; provided, however,
that no such application shall affect the obligations under this Article of the
persons receiving such moneys from the Trustee.

SECTION 1509.     MODIFICATION, EXTENSION, ETC. OF SENIOR INDEBTEDNESS.

                  The holders of Senior Indebtedness may, without affecting in
any manner the subordination of the payment of the principal of and premium, if
any, and interest, if any, on the Debt Securities, at any time or from time to
time and in their absolute discretion, agree with the Company to change the
manner, place or terms of payment, change or extend the time of payment of, or
renew or alter, any Senior Indebtedness, or amend or supplement any instrument
pursuant to which any Senior Indebtedness is issued, or exercise or refrain from
exercising any other of their rights under the Senior Indebtedness, including,
without limitation, the waiver of default thereunder, all without notice to or
assent from the Holders or the Trustee.

SECTION 1510.     TRUSTEE HAS NO FIDUCIARY DUTY TO HOLDERS OF SENIOR
                  INDEBTEDNESS.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
objectives as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and
shall not be liable to any such holders if it shall mistakenly pay over or
deliver to the Holders or the Company or any other Person, cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article or otherwise.

SECTION 1511.     PAYING AGENTS OTHER THAN THE TRUSTEE.

                  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 shall in such case (unless the context shall
otherwise require) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if


                                       77
<PAGE>   84

such Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Sections 1507, 1508 and 1510 shall not apply to
the Company if it acts as Paying Agent.

SECTION 1512.     RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED.

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

SECTION 1513.     THIS ARTICLE NOT TO PREVENT EVENTS OF DEFAULT.

                  The failure to make a payment on account of principal of, or
premium, if any, or interest on the Debt Securities by reason of any provision
of this Article shall not be construed as preventing the occurrence of an Event
of Default specified in paragraph (a) or (b) of Section 801.

SECTION 1514.     EFFECT OF SUBORDINATION PROVISIONS; TERMINATION.

                  Notwithstanding anything contained herein to the contrary,
other than as provided in the immediately succeeding sentence, all the
provisions of this Indenture shall be subject to the provisions of this Article,
so far as the same may be applicable thereto.

                  Notwithstanding anything contained herein to the contrary, the
provisions of this Article XV shall be of no further effect, and the Debt
Securities shall no longer be subordinated in right of payment to the prior
payment of Senior Indebtedness, if the Company shall have delivered to the
Trustee a notice to such effect. Any such notice delivered by the Company shall
not be deemed to be a supplemental indenture for purposes of Article XII.]*

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

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



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

*        Bracketed language will be inserted in the Indenture under which
         subordinated Securities will be issued.



                                       78
<PAGE>   85

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                   FLORIDA POWER CORPORATION


                                   By:
                                      ------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------

[SEAL]

ATTEST:


By:
   -----------------------------------------
Name:
     ---------------------------------------
Title:
      --------------------------------------


                       (Trustee's Signature Page Follows)


                                       79
<PAGE>   86



                                                                      , Trustee
                                    ----------------------------------


                                    By:-----------------------------------------
                                             Authorized Representative

[SEAL]

ATTEST:


---------------------------------
   Authorized Representative



                                       80