<PAGE>

                                                                     EXHIBIT 4.3

================================================================================

                              TRUSTMARK CORPORATION

                                       and

                        WILMINGTON TRUST COMPANY, Trustee

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

                                    Indenture

                       Dated as of ____________ ___, 2003

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                          Subordinated Debt Securities

<PAGE>

                              CROSS-REFERENCE TABLE
           Certain Sections of this Indenture relating to Sections 310
           through 318, inclusive, of the Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
                                                              INDENTURE
TIA SECTION:                                                  SECTION:
------------                                                  --------
<S>                                                           <C>
310  (a)(1)      ..........................................   6.10
     (a)(2)      ..........................................   6.10
     (a)(3)      ..........................................   Not Applicable
     (a)(4)      ..........................................   Not Applicable
     (a)(5)      ..........................................   6.10
     (b)         ..........................................   6.8, 6.10
     (c)         ..........................................   Not Applicable
311  (a)         ..........................................   6.11
     (b)         ..........................................   6.11
     (c)         ..........................................   Not Applicable
312  (a)         ..........................................   2.6
     (b)         ..........................................   11.3
     (c)         ..........................................   11.3
313  (a)         ..........................................   6.6
     (b)(1)      ..........................................   Not Applicable
     (b)(2)      ..........................................   6.6
     (c)         ..........................................   6.6
     (d)         ..........................................   6.6
314  (a)         ..........................................   3.4
     (b)         ..........................................   Not Applicable
     (c)(1)      ..........................................   11.4
     (c)(2)      ..........................................   11.4
     (c)(3)      ..........................................   Not Applicable
     (d)         ..........................................   Not Applicable
     (e)         ..........................................   11.5
     (f)         ..........................................   Not Applicable
315  (a)         ..........................................   6.1(b)
     (b)         ..........................................   6.5
     (c)         ..........................................   6.1(a)
     (d)         ..........................................   6.1(b)
     (e)         ..........................................   5.11
316  (a)         (last sentence)...........................   2.10
     (a)(1)(A)   ..........................................   5.5
     (a)(1)(B)   ..........................................   5.4
     (a)(2)      ..........................................   Not Applicable
     (b)         ..........................................   5.7
     (c)         ..........................................   Not Applicable
317  (a)(1)      ..........................................   5.8
     (a)(2)      ..........................................   5.9(a)
     (b)         ..........................................   2.5
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                           <C>
318  (a)         ..........................................   11.1
     (b)         ..........................................   Not Applicable
     (c)         ..........................................   Not Applicable
</TABLE>

-------------------------
Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         part of this Indenture.

                                       iii

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             PAGE
                                                                                                             ----
<S>                 <C>                                                                                      <C>
ARTICLE 1 -         DEFINITIONS AND INCORPORATION BY REFERENCE.............................................    1

   SECTION 1.1      DEFINITIONS............................................................................    1
   SECTION 1.2      INCORPORATION BY REFERENCE OF TIA......................................................    5
   SECTION 1.3      RULES OF CONSTRUCTION..................................................................    6

ARTICLE 2 -         THE SECURITIES.........................................................................    7

   SECTION 2.1      SECURITIES ISSUABLE IN SERIES..........................................................    7
   SECTION 2.2      FORM AND DATING........................................................................    9
   SECTION 2.3      EXECUTION AND AUTHENTICATION...........................................................   10
   SECTION 2.4      REGISTRAR AND PAYING AGENT.............................................................   11
   SECTION 2.5      PAYING AGENT TO HOLD MONEY IN TRUST....................................................   11
   SECTION 2.6      SECURITYHOLDER LISTS...................................................................   12
   SECTION 2.7      TRANSFER AND EXCHANGE..................................................................   12
   SECTION 2.9      OUTSTANDING SECURITIES.................................................................   15
   SECTION 2.10     DETERMINATION OF HOLDERS' ACTION.......................................................   15
   SECTION 2.11     TEMPORARY SECURITIES...................................................................   15
   SECTION 2.12     CANCELLATION...........................................................................   16
   SECTION 2.13     DEFAULTED INTEREST.....................................................................   16

ARTICLE 3 -         COVENANTS..............................................................................   16

   SECTION 3.1      PAYMENT OF SECURITIES..................................................................   16
   SECTION 3.2      MAINTENANCE OF OFFICE OR AGENCY........................................................   16
   SECTION 3.3      COMPLIANCE CERTIFICATE.................................................................   17
   SECTION 3.4      SEC REPORTS............................................................................   17
   SECTION 3.5      FURTHER INSTRUMENTS AND ACTS...........................................................   18

ARTICLE 4 -         CONSOLIDATION, MERGER, SALE AND LEASE..................................................   18

   SECTION 4.1      MERGER AND CONSOLIDATION OF COMPANY....................................................   18
   SECTION 4.2      SUCCESSOR SUBSTITUTED..................................................................   19

ARTICLE 5 -         DEFAULTS AND REMEDIES..................................................................   19

   SECTION 5.1      EVENTS OF DEFAULT......................................................................   19
   SECTION 5.2      ACCELERATION...........................................................................   21
   SECTION 5.3      OTHER REMEDIES.........................................................................   21
   SECTION 5.4      WAIVER OF PAST DEFAULTS................................................................   21
   SECTION 5.5      CONTROL BY MAJORITY....................................................................   21
   SECTION 5.6      LIMITATION ON SUITS....................................................................   22
   SECTION 5.7      RIGHTS OF HOLDERS TO RECEIVE PAYMENT...................................................   22
   SECTION 5.8      COLLECTION SUIT BY TRUSTEE.............................................................   22
   SECTION 5.9      TRUSTEE MAY FILE PROOFS OF CLAIM.......................................................   23
   SECTION 5.10     PRIORITIES.............................................................................   23
   SECTION 5.11     UNDERTAKING FOR COSTS..................................................................   24
   SECTION 5.12     WAIVER OF STAY OR EXTENSION LAWS.......................................................   24
</TABLE>

<PAGE>

<TABLE>
<S>                 <C>                                                                                      <C>
ARTICLE 6 -         TRUSTEE................................................................................   24

   SECTION 6.1      DUTIES OF TRUSTEE......................................................................   24
   SECTION 6.2      RIGHTS OF TRUSTEE......................................................................   25
   SECTION 6.3      INDIVIDUAL RIGHTS OF TRUSTEE...........................................................   26
   SECTION 6.4      TRUSTEE'S DISCLAIMER...................................................................   26
   SECTION 6.5      NOTICE OF DEFAULTS.....................................................................   27
   SECTION 6.6      REPORTS BY TRUSTEE TO HOLDERS..........................................................   27
   SECTION 6.7      COMPENSATION AND INDEMNITY.............................................................   27
   SECTION 6.8      REPLACEMENT OF TRUSTEE.................................................................   28
   SECTION 6.9      SUCCESSOR TRUSTEE BY MERGER, ETC.......................................................   30
   SECTION 6.10     ELIGIBILITY; DISQUALIFICATION; CONFLICTING INTERESTS...................................   30
   SECTION 6.11     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY......................................   30

ARTICLE 7 -         SATISFACTION AND DISCHARGE OF INDENTURE................................................   31

   SECTION 7.1      DISCHARGE OF LIABILITY ON SECURITIES...................................................   31
   SECTION 7.2      TERMINATION OF COMPANY'S OBLIGATIONS...................................................   31
   SECTION 7.3      DEFEASANCE AND DISCHARGE OF INDENTURE..................................................   32
   SECTION 7.4      DEFEASANCE OF CERTAIN OBLIGATIONS......................................................   34
   SECTION 7.5      APPLICATION OF TRUST MONEY.............................................................   36
   SECTION 7.6      REPAYMENT TO COMPANY...................................................................   36
   SECTION 7.7      REINSTATEMENT..........................................................................   37
   SECTION 7.8      DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
                    HELD IN TRUST: MISCELLANEOUS PROVISIONS................................................   37
   SECTION 7.9      TERMS AND CONDITIONS OF DEFEASANCE SUBJECT TO SECTION 2.1..............................   37

ARTICLE 8 -         AMENDMENTS AND SUPPLEMENTS.............................................................   37

   SECTION 8.1      WITHOUT CONSENT OF HOLDERS.............................................................   37
   SECTION 8.2      WITH CONSENT OF HOLDERS................................................................   38
   SECTION 8.3      COMPLIANCE WITH TRUST INDENTURE ACT....................................................   39
   SECTION 8.4      REVOCATION AND EFFECT OF CONSENTS......................................................   39
   SECTION 8.5      NOTATION ON OR EXCHANGE OF SECURITIES..................................................   39
   SECTION 8.6      TRUSTEE TO SIGN AMENDMENTS.............................................................   39
   SECTION 8.7      FIXING OF RECORD DATES.................................................................   40

ARTICLE 9 -         REDEMPTION.............................................................................   40

   SECTION 9.1      APPLICABILITY OF ARTICLE...............................................................   40
   SECTION 9.2      ELECTION TO REDEEM; NOTICE TO TRUSTEE..................................................   40
   SECTION 9.3      SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED......................................   40
   SECTION 9.4      NOTICE OF REDEMPTION...................................................................   41
   SECTION 9.5      DEPOSIT OF REDEMPTION PRICE............................................................   42
   SECTION 9.6      SECURITIES REDEEMED IN PART............................................................   42

ARTICLE 10 -        SUBORDINATION OF SECURITIES............................................................   42

   SECTION 10.1     SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS..........................................   42
   SECTION 10.2     PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.........................................   42
   SECTION 10.3     PAYMENT BLOCKAGE UPON ACCELERATION OF SENIOR
                    INDEBTEDNESS, ETC......................................................................   43
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                 <C>                                                                                      <C>
   SECTION 10.4     NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.........................................   44
   SECTION 10.5     PAYMENT PERMITTED IF NO DEFAULT........................................................   45
   SECTION 10.6     SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS................................   45
   SECTION 10.7     PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS............................................   45
   SECTION 10.8     TRUSTEE TO EFFECTUATE SUBORDINATION....................................................   46
   SECTION 10.9     NO WAIVER OF SUBORDINATION PROVISIONS..................................................   46
   SECTION 10.10    NOTICE TO TRUSTEE......................................................................   46
   SECTION 10.11    RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATION AGENT.........................   47
   SECTION 10.12    TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS...............................   47
   SECTION 10.13    RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
                    PRESERVATION OF TRUSTEE'S RIGHTS.......................................................   47
   SECTION 10.14    ARTICLE APPLICABLE TO PAYING AGENTS....................................................   47

ARTICLE 11 -        MISCELLANEOUS..........................................................................   47

   SECTION 11.1     TRUST INDENTURE ACT CONTROLS...........................................................   47
   SECTION 11.2     NOTICES................................................................................   48
   SECTION 11.3     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS............................................   48
   SECTION 11.4     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.....................................   49
   SECTION 11.5     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION..........................................   49
   SECTION 11.6     RULES BY TRUSTEE AND AGENTS............................................................   49
   SECTION 11.7     PAYMENT ON LEGAL HOLIDAYS..............................................................   49
   SECTION 11.8     SUCCESSORS; NO RECOURSE AGAINST OTHERS.................................................   50
   SECTION 11.9     DUPLICATE ORIGINALS....................................................................   50
   SECTION 11.10    GOVERNING LAW..........................................................................   50
</TABLE>

                                       iii

<PAGE>

                  INDENTURE, dated as of _____________ __, 2003, between
Trustmark Corporation, a Mississippi corporation (the "Company"), and Wilmington
Trust Company, a Delaware banking corporation (the "Trustee").

                  WHEREAS, the Company desires to issue subordinated debt
securities in one or more series from time to time hereunder in an unlimited
aggregate principal amount; and

                  WHEREAS, the Trustee desires to act as Trustee with respect to
such securities;

                  NOW, THEREFORE, each party agrees as follows for the benefit
of the other parties and for the equal and ratable benefit of the holders of
such securities or of series thereof:

             ARTICLE 1 - DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1       DEFINITIONS.

                  "Additional Securities" has the meaning ascribed thereto in
Section 2.1(c).

                  "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 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.

                  "Agent" means, with respect to any Series of Securities, any
Registrar, Paying Agent, authenticating agent or additional paying agent
appointed pursuant to this Indenture with respect to such Series.

                  "Bankruptcy Law" means Title 11 of the United States Code or
any similar federal or state law for the relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Company or any authorized committee thereof.

                  "Board Resolution" means a resolution of the Board of
Directors certified by the Secretary or an Assistant Secretary of the Company to
be a true, accurate and complete copy of such resolution that has been duly
adopted by the Board of Directors and which is in full force and effect, without
modification, on the date of such certification, delivered to the Trustee.

                  "Business Day" means each day which is not a Legal Holiday.

                  "Capital Stock" means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation or any and all equivalent ownership interests in a Person (other
than a corporation).

                  "Code" means the Internal Revenue Code of 1986, as amended.

<PAGE>

                  "Common Stock" means the common stock, no par value, of the
Company.

                  "Company" means the party named as such in this Indenture
until a successor replaces it pursuant to the terms and conditions of this
Indenture and thereafter means the successor.

                  "Custodian" means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.

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

                  "Defaulted Interest" means any interest on any Security which
is payable, but is not punctually paid or duly provided for on any Interest
Payment Date, such Defaulted Interest to accrue (except as otherwise provided in
accordance with Section 2.1(b)) at the same rate per annum as interest accrued
or accreted, as the case may be, on the Business Day immediately preceding such
Interest Payment Date.

                  "Depository" means The Depository Trust Company, its nominees,
and their respective successors until a successor Depository shall have become
such pursuant to the applicable provisions of this Indenture and thereafter
"Depository" shall mean or include each Person who is then a Depository
hereunder.

                  "Directors' Certificate" means a certificate signed by two
members of the Board of Directors which contains a certification that (i) the
matters described therein have been duly authorized and approved by appropriate
Board Resolutions; and (ii) a copy of such Board Resolutions are attached to
such certificate.

                  "Event of Default" has the meaning ascribed thereto in Section
5.1.

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

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect and, to the extent optional, adopted by
the Company, on the date of the Indenture, consistently applied.

                  "Global Securities" has the meaning ascribed thereto in
Section 2.2(c).

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

                  "Indebtedness" of any Person means, without duplication, (i)
the principal in respect of indebtedness of such Person for money borrowed; (ii)
the rental obligations under any lease of any property (whether real, personal
or mixed) of which the discounted present value of the rental obligations of
such Person as lessee, in conformity with GAAP, is required to be capitalized on
the balance sheet of such Person; (iii) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction (other than obligations with respect to letters of
credit securing obligations (other

                                       2

<PAGE>

than obligations described in (i) and (ii) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the tenth Business Day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit); (iv) all
obligations of the type referred to in clauses (i) through (iii) hereof of other
Persons and all dividends of other Persons for the payment of which, in either
case, such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise; and (v) all obligations of the type referred to in
clauses (i) through (iv) hereof of other Persons secured by any Lien on any
property or asset of such Person (whether or not such obligation is assumed by
such Person), the amount of such obligation on any date of determination being
deemed to be the lesser of the value of such property or assets or the amount of
the obligation so secured. The amount of Indebtedness of any Person at any date
shall be, with respect to unconditional obligations, the outstanding balance at
such date of all such obligations as described above and, with respect to any
contingent obligations at such date, the maximum liability determined by such
Person's board of directors, in good faith, as, in light of the facts and
circumstances existing at the time, reasonably likely to be incurred upon the
occurrence of the contingency giving rise to such obligation.

                  "Indenture" means, with respect to each Series of Securities,
this Indenture as originally executed or as it is amended or supplemented from
time to time by one or more indentures supplemental hereto entered into in
accordance with the applicable provisions hereof or Directors Certificates
delivered pursuant to Section 2.1(b) hereof, and shall include the terms of each
particular Series of Securities established as contemplated by Section 2.1.

                  "Interest Payment Date" means, with respect to any Series, the
stated maturity of an installment of interest on the Securities of such Series.

                  "Legal Holiday" means a Saturday, Sunday or a day on which
banking institutions are not required to be open in the State of New York or the
state or states in which the offices of the Trustee or the Paying Agent are
located.

                  "Lien" means any mortgage, lien, pledge, charge, or other
security interest or encumbrance of any kind (including any conditional sale or
other title retention agreement and any lease in the nature thereof).

                  "Notice of Default" has the meaning ascribed thereto in
Section 5.1.

                  "Officer" means the Chairman, the President, any Vice
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, the Secretary, any Assistant Treasurer, any Assistant Secretary or
the Controller or Principal Accounting Officer of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers, one of whom must be the President, the Treasurer or a Vice President.
Each Officers' Certificate (other than certificates provided pursuant to TIA
Section 314(a)(4)) shall include the statements provided for in TIA Section
314(e), and in Section 11.5 hereof, as applicable.

                                       3

<PAGE>

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee, in form and substance
reasonably acceptable to Trustee. The counsel, if so acceptable, may be an
employee of or counsel to the Company or the Trustee. Each such Opinion of
Counsel shall include the statements provided for in TIA Section 314(e), if
applicable.

                  "Paying Agent" has the meaning ascribed thereto in Section
2.4(a).

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

                  "Preferred Stock," as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

                  With respect to a Security, the term "principal" means the
principal of the Security plus, if applicable, the premium on the Security due
on the Stated Maturity or on a Redemption Date.

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

                  "Redemption Price" means, when used with respect to any
Security of any Series to be redeemed, the price specified in such Security at
which it is to be redeemed pursuant to this Indenture.

                  "Registrar" has the meaning ascribed thereto in Section
2.4(a).

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means unsecured debentures, notes or other
evidence of indebtedness of the Company that are issued under and pursuant to
the terms of this Indenture.

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

                  "Senior Indebtedness" means any Indebtedness incurred, assumed
or guaranteed by the Company, whether presently outstanding or incurred, assumed
or guaranteed in the future, that is not by its express terms subordinated to
the Securities.

                  "Series" has the meaning ascribed thereto in Section 2.1(a).

                  "Significant Subsidiary" means any Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.

                                       4

<PAGE>

                  "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency).

                  "Subsidiary" means, as applied to any Person, any corporation,
partnership, trust, association or other business entity of which an aggregate
of at least 50% of the outstanding Voting Shares or an equivalent controlling
interest therein, of such Person is, at the time, directly or indirectly, owned
by such Person and/or one or more Subsidiaries of such Person.

                  "Successor Corporation" has the meaning ascribed thereto in
Section 4.1(a)(i).

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date first above written, except as
provided in Section 8.3 hereof.

                  "Trustee" means the party named as such above until a
successor replaces it in accordance with the applicable provisions hereof and
thereafter means the successor serving hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any Series shall mean the Trustee with respect to the Securities of that Series.

                  "Trust Officer" means any officer of the Trustee assigned by
the Trustee to administer its corporate trust matters or to whom any corporate
trust matter is referred because of that officer's knowledge of and familiarity
with the particular subject.

                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "U.S. Government Obligations" means securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) hereof are not callable or redeemable before the Stated
Maturity thereof.

                  "Voting Shares," with respect to any corporation, means the
Capital Stock having the general voting power under ordinary circumstances to
elect at least a majority of the board of directors (irrespective of whether or
not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

SECTION 1.2       INCORPORATION BY REFERENCE OF TIA.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "Commission" means the SEC;

                                       5

<PAGE>

                  "indenture securities" means the Securities;

                  "indenture security holder" means a Holder or Securityholder;

                  "indenture to be qualified" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
Trustee; and

                  "obligor" on the indenture securities means the Company or any
other obligor on the indenture securities.

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

SECTION 1.3       RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

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

                  (b)      "generally accepted accounting principles" means, and
any accounting term not otherwise defined has the meaning assigned to it and
shall be construed in accordance with, GAAP;

                  (c)      "or" is not exclusive;

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

                  (e)      any pronoun shall include the corresponding
masculine, feminine and neuter forms;

                  (f)      provisions apply to successive events and
transactions;

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

                  (h)      a reference to any law or statute or component
thereof includes reference to such law or statute as amended, re-enacted or
replaced from time to time or any successor law or statute thereto, and any rule
or regulation promulgated thereunder;

                  (i)      unsecured debt shall not be deemed to be subordinate
or junior to secured debt merely by virtue of its nature as unsecured debt;

                  (j)      the principal amount of any non-interest bearing or
other discount Security at any date shall be the principal amount thereof that
would be shown on a balance sheet of the Company dated such date prepared in
accordance with GAAP; and

                                       6

<PAGE>

                  (k)      the principal amount (if any) of any Preferred Stock
shall be the greatest of (i) the stated value, (ii) the redemption price or
(iii) the liquidation preference of such Preferred Stock.

                           ARTICLE 2 - THE SECURITIES

SECTION 2.1       SECURITIES ISSUABLE IN SERIES.

                  (a)      Securities may be issued hereunder in one or more
series. The Securities of each series (a "Series") shall have identical terms
but for authentication date, public offering price, denomination and, in the
case of Additional Securities, issue date. Securities of any one Series need not
be issued at the same time and, unless specifically provided otherwise, a Series
may be reopened, without the consent of the Holders, from time to time for
issuances of additional Securities of such Series.

                  (b)      Securities issued hereunder shall be issued pursuant
to authority granted by or pursuant to a Board Resolution and, prior to the
issue hereunder of the first Securities of a Series, the Company shall set forth
in a Directors' Certificate and deliver such Directors' Certificate to the
Trustee, or establish in one or more indentures supplemental hereto, such of the
following terms as shall be applicable to such Series:

                           (i)      the title, including CUSIP number and, if
applicable, ISIN and Common Code numbers, of the Series (which shall distinguish
the Securities of such Series from all other Securities);

                           (ii)     any limit upon the aggregate principal
amount of the Securities of such Series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or for replacement of, or in
lieu of, other Securities of that Series pursuant to Sections 2.7, 2.8, 2.11,
8.5 or 9.6);

                           (iii)    the date or dates on which the principal of
the Securities of the Series are payable;

                           (iv)     the rate or rates, or the method of
determination thereof, at which the Securities of the Series shall bear
interest, if any, the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest shall be payable and the record
dates for the determination of Holders to whom interest is payable;

                           (v)      the place or places where the principal of,
and interest on Securities of the Series shall be payable;

                           (vi)     the right or obligation, if any, of the
Company to redeem, purchase or repay the Securities of such Series pursuant to
any right to do so contained in the Securities or pursuant to sinking fund or
analogous provisions or at the option of a Holder thereof and the price or
prices at which and the period or periods within which and the terms and
conditions upon which the Securities of such Series shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation;

                                       7

<PAGE>

                           (vii)    the denominations in which the Securities of
such Series shall be issuable;

                           (viii)   if other than the principal amount thereof,
the portion of the principal amount of the Securities of such Series which shall
be payable upon the declaration of acceleration of the maturity thereof pursuant
to Section 5.2;

                           (ix)     any Events of Default or covenants with
respect to the Securities of such Series, if not set forth in this Indenture;

                           (x)      if other than those named herein, any other
depositaries, authenticating or paying agents, transfer agents or registrars or
any other agents with respect to such Series;

                           (xi)     the stock exchanges or securities
associations, if any, on which the Securities will be listed or quoted and
related information, including the office or agency appointed by the Company
pursuant to Sections 2.4(a) and 3.2 and any Paying Agent or Registrar appointed
pursuant to the requirements of such stock exchange or securities association;

                           (xii)    any applicable restrictions on the transfer
of any of the Securities of such Series;

                           (xiii)   if other than the currency of the United
States of America, the currency, currencies or currency units in which the
principal of or interest, if any, on any Securities of the Series shall be
payable and the manner of determining the equivalent thereof in the currency of
the United States of America for any purpose;

                           (xiv)    if applicable, the terms of any right or
obligation to convert Securities of the Series into, or to exchange Securities
of the Series for, shares of Common Stock or other securities or property;

                           (xv)     whether the Securities of the Series are
subject to defeasance under Section 7.4, including any modification of the
provisions of Sections 7.4, 7.5, 7.6, 7.7 or 7.8, or such other means of
satisfaction and discharge as may be specified for a Series in addition to or in
lieu of the provisions of Section 7.1, 7.2 or 7.3;

                           (xvi)    whether the Securities of the Series shall
be issued in whole or in part in the form of one or more Global Securities, the
Depository for the Series, if other than The Depository Trust Company or its
successors, and any circumstances in addition to or in lieu of those set forth
in Section 2.7 in which any Global Security may be exchanged in whole or in part
for Securities registered, and any transfer of such Global Security in whole or
in part may be registered, in the name or names of Persons other than the
Depository for such Global Security or a nominee thereof;

                           (xvii)   the subordination provisions that will apply
to the Securities if different from the provisions of Article 10 hereof;

                                       8

<PAGE>

                           (xviii)  procedures, if any, for the transfer of
beneficial interest in the Securities of that Series that are different from, or
in addition to, the procedures set forth herein; and

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

                  (c)      Additional Securities of the same Series may be
issued from time to time subsequent to the original issue date of any Securities
of such Series (hereinafter called "Additional Securities") following the
receipt by the Trustee of a Directors' Certificate pertaining to such Additional
Securities, which Directors' Certificate will identify the Series to which such
Additional Securities belongs and the issue date and aggregate principal amount
of such Additional Securities. Any such Additional Securities shall be issued on
original issue as provided in Section 2.3. Additional Securities, together with
each prior and subsequent Securities of the same Series, shall constitute one
and the same Series of Securities for all purposes under this Indenture.

SECTION 2.2       FORM AND DATING.

                  (a)      The Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A annexed hereto,
which is part of this Indenture, with such appropriate insertions, omissions and
other variations as are required or permitted by this Indenture, and may have
such legends or endorsements placed thereon, as the Officers executing the same
may approve (such Officers' execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Indenture. The
Securities may have notations, legends or endorsements required by applicable
law, stock exchange or securities association rule or usage. Each Security shall
be dated the date of its authentication.

                  (b)      The terms and provisions contained in the form of
Securities annexed hereto as Exhibit A shall constitute, and are expressly made,
a part of this Indenture. To the extent applicable, the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any term or
provision of the Securities conflicts with the express provisions of this
Indenture, the terms of this Indenture shall govern and be controlling.

                  (c)      Securities issued in the form of one or more
permanent global Securities in registered form, substantially in the form as
above recited (the "Global Securities") shall be deposited with or on behalf of
the Trustee, as custodian for the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. Each Global Security shall
bear the global securities legend substantially in the form set forth in Exhibit
A hereto and such legend or legends as may be required or reasonably requested
by the Depository.

                  (d)      The aggregate principal amount of the Global
Securities may from time to time be increased or decreased, as applicable, by
adjustments made on the records of the Depository or its nominee and the
Trustee, as custodian for the Depository, at any time prior to cancellation, if,
in accordance with this Indenture and the Securities (including any applicable
restrictions on transfer) any beneficial interest in a Global Security is (i)
exchanged for definitive

                                       9

<PAGE>

registered Securities, (ii) redeemed, (iii) repurchased, (iv) cancelled, or (v)
exchanged for a beneficial interest in another Global Security.

                  (e)      The definitive registered Securities shall be typed,
printed, lithographed or engraved or produced by any combination of these
methods or may be produced in any other manner permitted by the rules of any
stock exchange or securities association on which the Securities may be listed
or quoted, all as determined by the Officers executing such Securities, as
evidenced by their execution of such Securities.

SECTION 2.3       EXECUTION AND AUTHENTICATION.

                  (a)      One Officer shall sign the Securities for the Company
by manual or facsimile signature.

                  (b)      If an Officer whose signature is on a Security no
longer holds that office at the time the Security is authenticated, the Security
shall nevertheless be valid.

                  (c)      A Security shall not be valid until authenticated by
the manual signature of an authorized officer of the Trustee. The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

                  (d)      The Trustee shall authenticate Securities upon
receipt of a written order of the Company signed by two Officers. Such order
shall specify the Series and the amount of the Securities to be authenticated
and the date on which such Securities are to be authenticated. The aggregate
principal amount of Securities outstanding at any time is unlimited. In
authenticating such Securities and in accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive and shall be fully protected in relying upon, an Opinion of
Counsel (which may rely upon an Officers' Certificate as to factual matters)
stating:

                           (i)      that the form or forms of such Securities
have been established in conformity with the provisions of this Indenture;

                           (ii)     that the terms of such Securities have been
established in conformity with the provisions of this Indenture; and

                           (iii)    that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

                  (e)      The Trustee shall initially act as authenticating
agent and may subsequently appoint another Person reasonably acceptable to the
Company as authenticating agent to authenticate Securities. Unless limited by
the terms of such appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.

                                       10

<PAGE>

An authenticating agent has the same rights as an Agent to deal with the Company
or an Affiliate of the Company. Provided that the authentication agent has
entered into an agreement with the Company concerning the authentication agent's
duties, the Trustee shall not be liable for any act or any failure of the
authenticating agent to perform any duty either required herein or authorized
herein to be performed by such Person in accordance with this Indenture.

                  (f)      The Trustee shall have the right to decline to
authenticate and deliver any Securities under this Section 2.3 if the Trustee
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders or would affect the Trustee's own rights, duties
or immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

                  (g)      The Securities shall be issued only in registered
form without coupons.

SECTION 2.4       REGISTRAR AND PAYING AGENT.

                  (a)      The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar") and an office or agency where Securities may be presented for
payment ("Paying Agent"). The Registrar shall keep a register of the Securities
and of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "Paying Agent"
includes any additional paying agent and the term "Registrar" includes any
co-registrar, provided that there shall only be one register for each Series of
Securities. So long as a Series of Securities is listed or quoted on a stock
exchange or securities association, the Company shall maintain a co-registrar
and a co-paying agent in such other locations, if any, as such stock exchange or
securities association shall require.

                  (b)      The Company shall enter into an appropriate agency
agreement with any Registrar or Paying Agent not a party to this Indenture. The
agreement shall implement the provisions of this Indenture that relate to such
agent. The Company shall promptly notify the Trustee of the name and address of
any such agent and any change in the address of such agent. If the Company fails
to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall
be entitled to appropriate compensation therefor pursuant to Section 6.7. The
Company or any Subsidiary or Affiliate of the Company may act as Paying Agent,
Registrar or transfer agent.

                  (c)      The Company initially appoints the Trustee as
Registrar and Paying Agent in connection with the Securities.

SECTION 2.5       PAYING AGENT TO HOLD MONEY IN TRUST.

                  On or prior to 11:00 a.m., New York City time, on each due
date of the principal and interest on any Security, the Company shall deposit
with the Paying Agent a sum of money denominated in the currency of such
payment, in immediately available funds, sufficient to pay such principal and
interest in funds available when such becomes due. The Company shall require
each Paying Agent (other than the Trustee) to agree in writing that the Paying
Agent shall hold in trust for the benefit of Securityholders or the Trustee all
money held by the Paying Agent for the payment of principal of or interest on
the Securities (whether such money has been paid

                                       11

<PAGE>

to it by the Company or any other obligor on the Securities) and shall notify
the Trustee of any default by the Company (or any other obligor on the
Securities) in making any such payment. If the Company or a Subsidiary or an
Affiliate of the Company acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it as a separate trust fund for the benefit of
the Securityholders. If the Company defaults in its obligation to deposit funds
for the payment of principal and interest the Trustee may, during the
continuation of such default, require a Paying Agent to pay all money held by it
to the Trustee. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee and to account for any funds disbursed by it.
Upon doing so, the Paying Agent (other than the Company or a Subsidiary or
Affiliate of the Company) shall have no further liability for the money
delivered to the Trustee.

SECTION 2.6       SECURITYHOLDER LISTS.

                  The Trustee shall preserve in as current a form as reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven Business Days before each Interest Payment Date
and at such other times as the Trustee may request in writing a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of the Securityholders, and the Company shall otherwise comply with
TIA Section 312(a).

SECTION 2.7       TRANSFER AND EXCHANGE.

                  (a)      The Securities shall be transferable only upon the
surrender of a Security to the Registrar for registration of transfer. When a
Security is presented to the Registrar with a request to register a transfer,
the Registrar shall register the transfer as requested if the requirements of
Section 8-401(a) of the Uniform Commercial Code are met (and the Registrar shall
be entitled to assume such requirements have been met unless it receives written
notice to the contrary) and, if so required by the Trustee or the Company, if
the Security presented is accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Company, duly executed by the
registered owner or by his or her attorney duly authorized in writing, in which
case, the Registrar shall deliver, to or at the direction of such registered
owner, one or more new Securities of the same Series, of any authorized
denominations and of a like aggregate principal amount. When Securities are
presented to the Registrar with a written request to exchange them for an equal
principal amount of Securities of the same Series and of other authorized
denominations, the Registrar shall make the exchange as requested if the same
requirements are met. To permit registration of transfers and exchanges, the
Company shall execute a written order signed by two Officers ordering
authentication and the Trustee, upon receipt of such order, shall authenticate
Securities at the Registrar's request. The Depository shall, by acceptance of a
Global Security, agree that transfers of beneficial interests in such Global
Security may be effected only (i) in accordance with this Indenture and the
Securities represented by such Global Security and (ii) through a book-entry
system maintained by the Depository (or its agent), and that ownership of a
beneficial interest in the Global Security shall be required to be reflected in
a book entry.

                  (b)      No service charge shall be made for any registration
of transfer or exchange of the Securities, but the Company may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any

                                       12

<PAGE>

such transfer taxes or similar governmental charge payable upon exchange
pursuant to Section 2.11, 8.5 or 9.6).

                  (c)      Prior to the due presentation for registration of
transfer of any Security, the Company, the Trustee, the Paying Agent or the
Registrar may deem and treat the person in whose name a Security is registered
as the absolute owner of such Security for the purpose of receiving payment of
principal of and interest (subject to the record date provisions thereof) on
such Security and for all other purposes whatsoever, whether or not such
Security is overdue, and none of the Company, the Trustee, the Paying Agent or
the Registrar shall be affected by notice to the contrary.

                  (d)      Notwithstanding any other provisions of this Section
2.7, unless and until it is exchanged in whole or in part for Securities of any
Series in definitive registered form, a Global Security representing all or a
portion of the Securities of a Series may not be transferred except as a whole
by the Depository to a nominee of such Depository or by a nominee of such
Depository to such Depository or another nominee of such Depository or by such
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository.

                  (e)      If the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the Global Securities of any
Series or if at any time the Depository shall no longer be eligible under the
next sentence of this paragraph (e), the Company shall appoint a successor
Depository with respect to such Securities. Each Depository appointed pursuant
to this Section 2.7 must, at the time of its appointment and at all times while
it serves as Depository, be a clearing agency registered under the Exchange Act
and any other applicable statute or regulation. The Company will execute a
written order of the Company signed by two Officers ordering authentication, and
the Trustee will authenticate and deliver, upon receipt of such order,
Securities in definitive registered form without coupons in any authorized
denominations representing Securities of a Series in exchange for such Global
Security or Securities of such Series if (i) the Depository notifies the Company
that it is unwilling or unable to continue as Depository for the Global
Securities of such Series or if at any time the Depository shall no longer be
eligible to serve as Depository and a successor Depository for the Securities of
such Series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility or (ii) an Event of
Default with respect to the Securities of such Series has occurred and is
continuing.

                  (f)      The Company may at any time and in its sole
discretion determine that the Securities of a Series shall no longer be
represented by a Global Security or Securities. In such event the Company will
execute a written order signed by two Officers ordering authentication, and the
Trustee will authenticate and deliver, upon receipt of such order, Securities of
such Series in definitive registered form without coupons in any authorized
denominations representing such Securities in exchange for such Global Security
or Securities.

                  (g)      Upon the exchange of a Global Security for Securities
in definitive registered form without coupons pursuant to either of paragraphs
(e) or (f) above, in authorized denominations, such Global Security shall be
cancelled by the Trustee. Securities in definitive registered form issued in
exchange for a Global Security pursuant to this Section 2.7 shall be registered
in such names and in such authorized denominations as the Depository for such
Global

                                       13

<PAGE>

Security, pursuant to written instructions from its direct or indirect
participants, shall instruct the Trustee. The Trustee shall deliver such
Securities to or as directed by the Persons in whose names such Securities are
so registered.

                  (h)      No holder of a beneficial interest in any Global
Security held on its behalf by a Depository shall have any rights under this
Indenture with respect to such Global Security, and such Depository may be
treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever. None of the
Company, the Trustee or any agent of the Company or the Trustee 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 maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by a
Depository or impair, as between a Depository and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depository (or its nominee) as Holder of any Security.

                  (i)      The Company shall not be required (i) to issue,
register the transfer of or exchange any Securities of a Series during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption under
Section 9.3 and ending at the close of business on the day of such mailing or
(ii) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

                  (j)      All Securities issued upon any transfer or exchange
pursuant to the terms of this Indenture will evidence the same debt and will be
entitled to the same benefits under this Indenture as the Securities surrendered
upon such transfer or exchange.

SECTION 2.8       REPLACEMENT SECURITIES.

                  (a)      If a mutilated Security is surrendered to the
Registrar or if the Holder of a Security claims that the Security has been lost,
destroyed or wrongfully taken and the Holder furnishes to the Company and the
Trustee evidence to their satisfaction of such loss, destruction or wrongful
taking, the Company shall issue a written order signed by two Officers ordering
authentication and the Trustee shall, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a bona fide purchaser and
upon receipt of such order, authenticate a replacement Security of the same
Series if the requirements of this Indenture and of Section 8-405 of the Uniform
Commercial Code are met (and the Registrar and the Trustee shall be entitled to
assume such requirements have been met unless each of them receives written
notice to the contrary) and if there is delivered to the Company and the Trustee
such security or indemnity as may be required to save each of them harmless,
satisfactory to the Company and the Trustee. The Company and the Trustee may
charge the Holder, and the Holder shall pay as a condition to such issuance and
authentication, for their expenses in replacing a Security.

                                       14

<PAGE>

                  (b)      In case any such mutilated, lost, destroyed or
wrongfully taken Security has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, pay such
Security.

                  (c)      Every replacement Security of each Series is an
additional obligation of the Company and shall be entitled to the benefits of
this Indenture.

                  (d)      The provisions of this Section 2.8 are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, lost, destroyed or wrongfully taken
Securities.

SECTION 2.9       OUTSTANDING SECURITIES.

                  (a)      The Securities of each Series outstanding at any time
are all the Securities authenticated by the Trustee except for those canceled by
it, those delivered to it for cancellation, and those described in this Section
2.9 as not outstanding.

                  (b)      If a Security is replaced or paid pursuant to Section
2.8, it ceases to be outstanding unless the Trustee and the Company receive
proof satisfactory to each of them that the replaced or paid Security is held by
a bona fide purchaser.

                  (c)      If all the principal and interest on any Securities
of any Series are considered paid under Section 3.1, the Securities of such
Series cease to be outstanding under this Indenture and interest on the
Securities of such Series shall cease to accrue.

                  (d)      If the Paying Agent (other than the Company or a
Subsidiary or an Affiliate of the Company) holds in accordance with this
Indenture on a maturity or redemption date money sufficient to pay all principal
and interest due on that date with respect to Securities of any Series then on
and after that date such Securities cease to be outstanding and interest on them
ceases to accrue (unless there shall be a default in such payment).

                  (e)      Subject to Section 2.10, a Security does not cease to
be outstanding because the Company or an Affiliate thereof holds the Security.

SECTION 2.10      DETERMINATION OF HOLDERS' ACTION.

                  In determining whether the Holders of the required principal
amount of any Series of Securities have concurred in any direction, amendment,
waiver or consent, Securities owned by or pledged to the Company, any other
obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be outstanding, except that for
the purposes of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Securities which the Trustee knows
are so owned or pledged shall be so disregarded.

SECTION 2.11      TEMPORARY SECURITIES.

                  Until definitive Securities of any Series are ready for
delivery, the Company may prepare a written order signed by two Officers
ordering authentication of temporary Securities

                                       15

<PAGE>

and the Trustee, upon receipt of such order, shall authenticate temporary
Securities of such Series. Temporary Securities shall be substantially in the
form of definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare a written order signed by two Officers ordering authentication of
definitive Securities and the Trustee, upon receipt of such order, shall
authenticate definitive Securities in exchange for temporary Securities. Until
such exchange, temporary Securities of any Series shall be entitled to the same
rights, benefits and privileges as definitive Securities of such Series.

SECTION 2.12      CANCELLATION.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee, upon receipt of a written order of the Company signed by
two Officers, shall cancel all Securities surrendered for registration of
transfer, exchange, payment or cancellation and shall deliver to the Company a
certificate of cancellation. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.

SECTION 2.13      DEFAULTED INTEREST.

                  If the Company defaults in a payment of interest on the
Securities of any Series, it shall pay Defaulted Interest, plus any interest
payable on the Defaulted Interest to the extent permitted by applicable law, in
any lawful manner. It may pay the Defaulted Interest to the Persons who are
Securityholders on a subsequent special record date which date shall be at least
five Business Days prior to the payment date. The Company shall fix the special
record date and payment date. At least 15 days before the special record date,
the Company (or the Trustee, in the name of and at the expense of and at the
written direction of the Company) shall mail to Securityholders a notice that
states the special record date, payment date and amount of interest to be paid.

                             ARTICLE 3 - COVENANTS

SECTION 3.1       PAYMENT OF SECURITIES.

                  The Company shall pay the principal of and interest on the
Securities of each Series on the dates and in the manner provided in such
Securities. The Company shall pay interest on overdue principal at the rate
borne by or provided for in such Securities; it shall pay interest on overdue
installments of interest at the rate borne by or provided for in such Securities
to the extent lawful. Principal and interest shall be considered paid on the
date due if the Trustee or the Paying Agent (other than the Company or a
Subsidiary or an Affiliate of the Company) has received from or on behalf of the
Company money sufficient to pay all principal and interest then due in
accordance with Section 2.5.

SECTION 3.2       MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in the Borough of Manhattan, the
City of New York, and, in the case of Securities listed or quoted on a stock
exchange or securities association, in

                                       16

<PAGE>

such other locations, if any, as shall be required by such stock exchange or
securities association, an office or agency where Securities may be surrendered
for registration of transfer or exchange or for presentation for payment and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 11.2. The Company initially appoints
the Trustee as its agency for the foregoing purposes in the Borough of
Manhattan, the City of New York.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations; provided, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in
the Borough of Manhattan, the City of New York, for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

SECTION 3.3       COMPLIANCE CERTIFICATE.

                  The Company shall, within 120 days after the close of each
fiscal year in which Securities are outstanding hereunder, file with the Trustee
an Officer's Certificate, provided that one Officer executing the same shall be
the principal executive officer, the principal financial officer or the
principal accounting officer of the Company, covering the period from the date
of issuance of Securities hereunder to the end of the fiscal year in which the
Securities were first issued hereunder, in the case of the first such
certificate, and covering the preceding fiscal year in the case of each
subsequent certificate, and stating whether or not, to the knowledge of each
such executing Officer, the Company has complied with and performed and
fulfilled all covenants on its part contained in this Indenture and is not in
Default in the performance or observance of any of the terms or provisions
contained in this Indenture, and, if any such signer has obtained knowledge of
any Default by the Company in the performance, observance or fulfillment of any
such covenant, term or provision specifying each such Default and the nature
thereof. For the purpose of this Section 3.3, compliance shall be determined
without regard to any grace period or requirement of notice provided pursuant to
the terms of this Indenture.

SECTION 3.4       SEC REPORTS.

                  (a)      The Company shall, to the extent required by TIA
Section 314(a), file with the Trustee, within 15 days after the filing with the
SEC, copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) which the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the event the
Company is at any time no longer subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, it shall, for so long as the Securities
remain outstanding, file with the Trustee, within 15 days after the Company
would have been required to file such documents with the SEC, copies of the
annual reports and of the information, documents and other reports which the
Company would

                                       17

<PAGE>

have been required to file with the SEC if the Company had continued to be
subject to such Sections 13 or 15(d). The Company also shall comply with the
other provisions of TIA Section 314(a).

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

SECTION 3.5       FURTHER INSTRUMENTS AND ACTS.

                  The Company (upon the reasonable request of the Trustee) will
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to enable the Trustee to exercise and enforce its
rights under this Indenture and to carry out more effectively the purpose of
this Indenture.

                ARTICLE 4 - CONSOLIDATION, MERGER, SALE AND LEASE

SECTION 4.1       MERGER AND CONSOLIDATION OF COMPANY.

                  (a)      The Company shall not in a single transaction or
through a series of related transactions consolidate with or merge with or into
any other corporation or sell, assign, convey, transfer or lease or otherwise
dispose of all or substantially all of its properties and assets to any Person
or group of affiliated Persons, unless:

                           (i)      either (A) the Company shall be the
continuing Person, or (B) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or to which the properties and
assets of the Company are sold, assigned, conveyed, transferred, disposed of or
leased as aforesaid (the "Successor Corporation") shall be a corporation
organized and existing under the laws of the United States or 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 reasonably
satisfactory to the Trustee, all the obligations of the Company under this
Indenture and each Series of Securities;

                           (ii)     immediately after giving effect to such
transaction, no Default shall have occurred and be continuing;

                           (iii)    the Company shall have delivered, or caused
to be delivered, to the Trustee an Officers' Certificate and, as to legal
matters, an Opinion of Counsel (which may rely upon an Officers' Certificate as
to factual matters), each in form reasonably satisfactory to the Trustee, each
stating that such consolidation, merger, sale, assignment, conveyance, transfer,
disposition or lease and such supplemental indenture comply with this Indenture
and that all conditions precedent herein provided for relating to such
transaction have been complied with.

                  (b)      Notwithstanding the foregoing paragraph (a)(ii), the
Company or any Subsidiary may consolidate with or merge into the Company or any
Subsidiary and no violation

                                       18

<PAGE>

of this Section 4.1 shall be deemed to have occurred as a consequence thereof,
as long as the requirements of paragraphs (a)(i) and (a)(iii) are satisfied in
connection therewith.

SECTION 4.2       SUCCESSOR SUBSTITUTED.

                  (a)      Upon any such consolidation or merger, or any sale,
assignment, conveyance, transfer, disposition or lease of all or substantially
all of the properties or assets of the Company in accordance with Section 4.1,
the Successor Corporation shall succeed to and be substituted for the Company
under this Indenture and each Series of Securities, and the Company shall
(except in the case of a lease) thereupon be released from all obligations
hereunder and under each Series of Securities and the Company, as the
predecessor corporation, may thereupon or at any time thereafter be dissolved,
wound up or liquidated.

                  (b)      In the case of any consolidation, merger or sale,
assignment, conveyance, transfer, disposition or lease described in Section
4.2(a) above, such changes in form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

                        ARTICLE 5 - DEFAULTS AND REMEDIES

SECTION 5.1       EVENTS OF DEFAULT.

                  An "Event of Default"  means, with respect to any Series of
Securities, any of the following events:

                  (a)      default in the payment of interest on any Security of
such Series when the same becomes due and payable, and such default continues
for a period of 30 days;

                  (b)      default in the payment of the principal of any
Security of such Series when the same becomes due and payable at maturity or
otherwise;

                  (c)      material default in performance of any other
covenants or agreements in the Securities of such Series or this Indenture and
the default continues for 60 days after the date on which written notice of such
default is given to the Company by the Trustee or to the Company and the Trustee
by Holders of at least 25% in principal amount of the Securities of such Series
then outstanding hereunder;

                  (d)      there shall have occurred either (i) a default by the
Company or any Significant Subsidiary under any instrument or instruments under
which there is or may be secured or evidenced any Indebtedness of the Company or
any Significant Subsidiary of the Company (other than the Securities of such
Series) having an outstanding principal amount of $20,000,000.00 (or its foreign
currency equivalent) or more individually or in the aggregate that has caused
the holders thereof to declare such Indebtedness to be due and payable prior to
its Stated Maturity, unless such declaration has been rescinded within 30
Business Days or (ii) a default by the Company or any Significant Subsidiary in
the payment when due of any portion of the principal under any such instrument
or instruments, and such unpaid portion exceeds $20,000,000.00 (or its foreign
currency equivalent) individually or in the aggregate and is not paid, or such
default is not cured or waived, within any grace period applicable thereto,
unless

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<PAGE>

such Indebtedness is discharged within 30 Business Days of the Company or a
Significant Subsidiary becoming aware of such default;

                  (e)      the Company or any Significant Subsidiary pursuant to
or within the meaning of any Bankruptcy Law:

                           (i)      commences a voluntary case;

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

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

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

                           (v)      admits in writing its inability to generally
pay its debts as such debts become due; or

                           (vi)     takes any comparable action under any
foreign laws relating to insolvency;

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

                           (i)      is for relief against the Company or any
Significant Subsidiary in an involuntary case;

                           (ii)     appoints a Custodian of the Company or any
Significant Subsidiary or for all or substantially all of its property; or

                           (iii)    orders the winding up or liquidation of the
Company or any Significant Subsidiary;

or any similar relief is granted under any foreign laws; and the order or decree
remains unstayed and in effect for 60 days.

Any notice of Default given by the Trustee or Securityholders under this Section
5.1 must specify the Default, demand that it be remedied and state that the
notice is a "Notice of Default." The Company shall deliver to the Trustee,
within 30 days after the occurrence thereof, written notice of any event which
with the giving of notice or the lapse of time or both would become an Event of
Default under clause (d), (e) or (f) hereof. Subject to the provisions of
Section 6.1 and 6.2, the Trustee shall not be deemed to have notice or be
charged with knowledge of any Default or Event of Default unless written notice
thereof shall have been given to the Trustee in accordance with Section 11.2 by
the Company, the Paying Agent, any Holder or an agent of any Holder and such
notice references the Securities and this Indenture.

                                       20

<PAGE>

SECTION 5.2       ACCELERATION.

                  If an Event of Default (other than an Event of Default
specified in clause (e) and (f) of Section 5.1 with respect to the Company)
occurs and is continuing with respect to the Securities of any Series, the
Trustee by notice to the Company, or the Holders of at least 25% in principal
amount of the Securities of such Series by notice to the Company and the
Trustee, may declare the principal of and accrued and unpaid interest on all the
Securities of such Series to be due and payable. Upon such declaration the
principal and interest shall be due and payable immediately. If an Event of
Default specified in clause (e) or (f) of Section 5.1 with respect to the
Company occurs, the principal of and interest on all the Securities of each
Series shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholders. If
all existing Events of Default with respect to such Series have been cured or
waived (except nonpayment of principal or interest that has become due solely
because of the acceleration), the acceleration and its consequences in respect
of a Series of Securities shall be automatically annulled and rescinded;
provided, that such annulment and rescission would not conflict with any
judgment or decree. No such rescission shall affect any subsequent or other
Default or Event of Default or impair any consequent right.

SECTION 5.3       OTHER REMEDIES.

                  (a)      If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal or
interest on the relevant Securities or to enforce the performance of any
provision of such Securities or this Indenture.

                  (b)      The Trustee may maintain a proceeding even if it does
not possess any of the Securities or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by
applicable law.

SECTION 5.4       WAIVER OF PAST DEFAULTS.

                  The Holders of a majority in principal amount of a Series of
Securities by written notice to the Trustee may waive an existing Default and
its consequences with respect to such Series, except (a) a Default in the
payment of the principal of or interest on any Security of such Series or (b) a
Default in respect of a provision that under Section 8.2 cannot be amended
without the consent of each affected Securityholder of such Series. When a
Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any consequent right.

SECTION 5.5       CONTROL BY MAJORITY.

                  The Holders of a majority in principal amount of the
Securities of a Series may 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 it with respect to such Series. However, the Trustee may
refuse to follow any direction that conflicts with applicable law or this
Indenture, or, subject to Section 6.1, that the Trustee determines is unduly
prejudicial to the rights of other Securityholders, or would involve the Trustee
in personal liability; provided, that the Trustee

                                       21

<PAGE>

may take any other action deemed proper by the Trustee that is not inconsistent
with such direction. Prior to taking any action hereunder, the Trustee shall be
entitled to indemnification from Securityholders of such Series satisfactory to
it in its sole discretion against all risk, losses and expenses caused by taking
or not taking such action. Subject to Section 6.1, 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 the Securityholders pursuant to this
Indenture, unless such Securityholders shall have provided to the Trustee
security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities which might be incurred in compliance with such request or
direction.

SECTION 5.6       LIMITATION ON SUITS.

                  A Securityholder of a Series may pursue a remedy with respect
to this Indenture or the Securities of such Series only if:

                  (a)      the Holder gives to the Trustee written notice of a
continuing Event of Default with respect to that Series;

                  (b)      the Holders of at least 25% in principal amount of
the Securities of such Series make a written request to the Trustee to pursue
the remedy;

                  (c)      such Holder or Holders offer to the Trustee security
or indemnity reasonably satisfactory to it against any loss, liability or
expense;

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

                  (e)      the Holders of a majority in principal amount of the
Securities of such Series do not give the Trustee a direction inconsistent with
the request during such 60 day period.

A Securityholder may not use this Indenture to prejudice the rights of another
Securityholder or to obtain a preference or priority over another
Securityholder.

SECTION 5.7       RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Security to receive payment of principal and interest
on the Security, on or after the respective due dates expressed or provided for
in the Security, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of the Holder.

SECTION 5.8       COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 5.1(a) or (b)
occurs and is continuing with respect to a Security, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
or any other obligor on such Security for the whole amount of

                                       22

<PAGE>

principal and interest remaining unpaid (together with interest on such unpaid
interest to the extent lawful) and the amounts provided for in Section 6.7.

SECTION 5.9       TRUSTEE MAY FILE PROOFS OF CLAIM.

                  (a)      The Trustee may file such proofs of claim and other
papers or documents and take such other actions including participating as a
member or otherwise in any committees of creditors appointed in the matter as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the amounts provided in Section 6.7) and the
Securityholders allowed in any judicial proceedings relative to the Company, its
creditors or its property and, unless prohibited by applicable law or
regulations, may vote on behalf of the Holders of each Series in any election of
a trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 6.7. To the extent that the payment of any such amount
due to the Trustee under Section 6.7 out of the estate in any such proceeding
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties which the Holders of the Securities may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise.

                  (b)      No provision of this Indenture 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 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;
provided, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

SECTION 5.10      PRIORITIES.

                  If the Trustee collects any money or other consideration
pursuant to this Article 5, it shall pay out the money or other consideration in
the following order:

                  (a)      First: to the Trustee, its attorneys and agents, for
all amounts due under Section 6.7;

                  (b)      Second: to Securityholders for amounts due and unpaid
on the Securities of the relevant Series for principal and interest, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Securities of such Series for principal and interest,
respectively; and

                  (c)      Third: to the Company (or to such other party as a
court of competent jurisdiction directs).

                                       23

<PAGE>

The Trustee may fix a record date and payment date for any payment to
Securityholders of such Series pursuant to this Section 5.10. At least 15 days
before such record date, the Company shall give written notice to each
Securityholder of such Series and the Trustee of the record date, the payment
date and amount to be paid.

SECTION 5.11      UNDERTAKING FOR COSTS.

                  In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 5.11 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 5.7, or a suit by Holders of more than 10% in
principal amount of the Securities of any Series.

SECTION 5.12      WAIVER OF STAY OR EXTENSION LAWS.

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

                               ARTICLE 6 - TRUSTEE

SECTION 6.1       DUTIES OF TRUSTEE.

                  (a)      If an Event of Default 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 his own affairs.

                  (b)      Except during the continuance of an Event of Default:

                           (i)      The duties of the Trustee shall be
determined solely by the express provisions of this Indenture and the Trustee
need perform only, and shall not be liable except for the performance of, those
duties that are specifically set forth in this Indenture and no others and no
implied covenants or obligations shall be read into this Indenture against the
Trustee; and

                           (ii)     In the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts
stated therein).

                                       24

<PAGE>

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

                           (i)      This paragraph (c) does not limit the effect
of paragraph (b) of this Section 6.1.

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

                           (iii)    The Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 5.2, 5.4 or 5.5.

                           (iv)     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, unless it receives indemnity satisfactory to it
against any risk, loss, liability or expense.

                  (d)      Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section
6.1.

                  (e)      The Trustee, in its capacity as Trustee and Registrar
and Paying Agent, shall not be liable to the Company, the Securityholders or any
other Person for interest on any money received by it, including money with
respect to principal of or interest on the Securities of any Series, except as
the Trustee may agree with the Company.

                  (f)      The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by applicable law.

SECTION 6.2       RIGHTS OF TRUSTEE.

                  (a)      The Trustee may rely on any document reasonably
believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the
document.

                  (b)      Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate, an Opinion of Counsel (which may rely upon
an Officers' Certificate as to factual matters) or both covering such matters as
it shall reasonably determine. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on any such Officers'
Certificate or Opinion of Counsel.

                  (c)      The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care by it hereunder.

                                       25

<PAGE>

                  (d)      The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within its rights or powers; provided, that the Trustee's conduct does not
constitute willful misconduct, negligence or bad faith.

                  (e)      The Trustee may consult with counsel of its
selection, and the advice or opinion of such counsel as to matters of applicable
law shall be full and complete authorization and protection from liability in
respect of any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice of such counsel.

                  (f)      The Trustee shall not be obligated 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 or any other paper or document.

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

                  (h)      The rights, privileges, protections, immunities and
benefits given to the Trustee, including its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder.

                  (i)      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 6.2 and to the provisions of
Section 315 of the TIA.

SECTION 6.3       INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
6.10 and 6.11.

SECTION 6.4       TRUSTEE'S DISCLAIMER.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the
Securities of any Series, it shall not be accountable for the Company's use of
the proceeds from the Securities of any Series or any money paid to the Company
or upon the Company's direction under any provision of this Indenture, it shall
not be responsible for the use or application of any money received by any
Paying Agent (except for any use or application caused by the gross negligence
or willful misconduct of the Trustee), and it shall not be responsible for any
recital or statement in this Indenture or the Securities of any Series other
than its authentication. The Trustee shall have no duty to ascertain or inquire
as to the performance of the Company's covenants in Article 3 hereof.

                                       26

<PAGE>

SECTION 6.5       NOTICE OF DEFAULTS.

                  If a Default or an Event of Default occurs and is continuing
and if it is actually known to a Trust Officer of the Trustee, the Trustee shall
mail to Securityholders of the affected Series a notice of the Default or Event
of Default within 90 days after a Trust Officer of the Trustee has actual
knowledge of the occurrence thereof. Except in the case of a Default in any
payment on any Security, the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of Securityholders of the affected Series.

SECTION 6.6       REPORTS BY TRUSTEE TO HOLDERS.

                  (a)      Within 60 days after the first July 15 following the
first issuance of Securities hereunder and for so long as Securities are
outstanding hereunder, the Trustee shall mail to Securityholders a brief report
dated as of such date that complies with TIA Section 313(a) if required by that
section. The Trustee also shall comply with TIA Section 313(b)(2).

                  (b)      A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange or
securities association on which Securities are listed or quoted. The Company
shall promptly notify the Trustee when Securities are listed or quoted on any
stock exchange or securities association and of any delisting thereof.

SECTION 6.7       COMPENSATION AND INDEMNITY.

                  (a)      The Company shall pay to the Trustee from time to
time such compensation for its services as the parties shall agree. The
Trustee's compensation shall not be limited by any applicable law on
compensation of a trustee of an express trust. In addition to compensation for
its services, the Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket disbursements, expenses and advances incurred by it.
Such expenses shall include the reasonable compensation and out-of-pocket
disbursements and expenses of the Trustee's agents, counsel and other
professionals.

                  (b)      The Company shall indemnify the Trustee for, and hold
it harmless against, any loss, liability, claim or expense, including reasonable
attorneys' fees, disbursements and expenses, incurred by it arising out of or in
connection with the acceptance or administration of this trust and the
performance of its duties hereunder including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld.

                  (c)      The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through the
Trustee's own negligence or bad faith.

                                       27

<PAGE>

                  (d)      To secure the Company's payment obligations in this
Section 6.7, the Trustee shall have a Lien prior to the Holders of Securities on
all money or property held or collected by the Trustee, except that held in
trust to pay principal and interest on particular Securities of any Series.

                  (e)      Without prejudice to any other rights available to
the Trustee under applicable law, when the Trustee incurs expenses or renders
services after an Event of Default specified in Section 5.1(e) or (f) occurs,
the expenses and the compensation for the services (including the reasonable
fees and expenses of its agents and counsel) are intended to constitute expenses
of administration under any Bankruptcy Law.

                  (f)      The Company's obligations under this Section 6.7 and
any Lien arising hereunder shall survive the resignation or removal of the
Trustee, the discharge of the Company's obligations pursuant to Article 7 of
this Indenture and the termination of this Indenture.

                  (g)      When the Trustee incurs expenses or renders services
following the occurrence of an Event of Default specified in Section 5.1(e), the
Trustee's claim for expenses (including the reasonable fees and expenses of its
agents and counsel) and the compensation for the services shall be preferred
over the status of any claim of the Holders in a proceeding under any Bankruptcy
Law, and such expenses and compensation for services are intended to constitute
expenses of administration under any Bankruptcy Law. The Company's obligations
under this Section 6.7 and any claim arising hereunder shall survive the
resignation or removal of any Trustee, the discharge of the Company's
obligations pursuant to Article 9 and any rejection or termination under any
Bankruptcy Law.

SECTION 6.8       REPLACEMENT OF TRUSTEE.

                  (a)      A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee's acceptance of appointment as provided in this Section 6.8.

                  (b)      The Trustee may resign at any time with respect to
any Series of Securities by so notifying the Company in writing. Provided that
no Event of Default has occurred and is continuing, the Company may remove the
Trustee with respect to any Series of Securities at any time by so notifying in
writing the Trustee of such Series of Securities. The Holders of a majority in
principal amount of the Securities of any Series may, by written notice to the
Trustee, remove the Trustee as Trustee with respect to that Series of Securities
by so notifying the Trustee and the Company. The Company, by notice to such
Trustee, shall remove such Trustee if:

                  (i)      such Trustee fails to comply with Section 6.10;

                  (ii)     such Trustee is adjudged a bankrupt or an insolvent;

                  (iii)    a receiver or public officer takes charge of such
Trustee or its property; or

                  (iv)     such Trustee becomes incapable of acting.

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<PAGE>

                  (c)      If the Trustee resigns or is removed or becomes
incapable of acting or if a vacancy exists in the office of Trustee for any
reason with respect to one or more Series of Securities, the Company by Board
Resolution shall promptly appoint a successor Trustee or Trustees with respect
to such Series of Securities (it being understood that any such successor
Trustee may be appointed with respect to one or more or all Series of Securities
and at any time there shall be only one Trustee with respect to any particular
Series of Securities). Within one year after the successor Trustee of a Series
of Securities takes office, the Holders of a majority in principal amount of
such Securities of the affected Series may appoint a successor Trustee of such
Series to replace the successor Trustee of such Series appointed by the Company.

                  (d)      If a successor Trustee for a particular Series of
Securities does not take office within 60 days after the retiring Trustee of
such Series resigns or is removed, the retiring Trustee of such Series, the
Company or the Holders of at least 10% in principal amount of the Securities of
the affected Series may petition any court of competent jurisdiction for the
appointment of a successor Trustee for such Series.

                  (e)      If the Trustee for a particular Series of Securities
fails to comply with Section 6.10, any Securityholder who has been a bona fide
Holder of a Security for at least six months may petition any court of competent
jurisdiction for the removal of the Trustee of such Series and the appointment
of a successor Trustee of such Series. The Company shall give notice of each
resignation and each removal of the Trustee with respect to the Securities of
any Series and each appointment of a successor Trustee with respect to the
Securities of any Series by mailing written notice of such event by first-class
mail, postage prepaid, to all Holders of Securities of such Series as their
names and addresses appear in the Security Register. Each notice shall include
the name of the successor Trustee with respect to the Securities of such Series
and the address of its corporate trust office.

                  (f)      A successor Trustee of all Securities shall execute,
acknowledge and deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring
Trustee shall become effective, and such successor Trustee shall have all the
rights, powers and duties of the retiring Trustee under this Indenture. Provided
that all sums owing to the retiring Trustee have been indefeasibly paid in full,
the retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee, subject to the Lien provided for in Section 6.7(d).
Notwithstanding the replacement of the Trustee pursuant to this Section 6.8, the
Company's obligations under Section 6.7 hereof shall continue for the benefit of
the retiring Trustee.

                  (g)      In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) Series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more Series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (i) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers and duties of the retiring Trustee with respect to the Securities
of that or those Series to which the appointment of such successor Trustee
relates, (ii) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers and duties of the retiring
Trustee with respect to the Securities of that or those

                                       29

<PAGE>

Series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (iii) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental Indenture shall
constitute such Trustee's co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further action, shall
become vested with all the rights, powers and duties of the retiring Trustee
with respect to the Securities of that or those Series to which the appointment
of such successor Trustee relates; but, provided that all sums owing to the
retiring Trustee have been indefeasibly paid in full, on request of the Company
or any successor Trustee, such retiring Trustee shall transfer to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those Series to which the appointment of
such successor Trustee relates, subject to the Lien provided for in Section
6.7(d).

                  (h)      Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to paragraphs (f) or (g) above, as the case may be.

                  (i)      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 6.

SECTION 6.9       SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 6.10      ELIGIBILITY; DISQUALIFICATION; CONFLICTING INTERESTS.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1) and (10). The Trustee shall always have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b). Nothing herein shall prevent the Trustee from filing with the
SEC the application referred to in the second-to-last paragraph of TIA Section
310(b). If the Trustee has or shall acquire any conflicting interest, with
respect to the Securities of a Series, it shall within 90 days after
ascertaining that it has such conflicting interest, either eliminate such
conflicting interest or resign with respect to the Securities of that Series in
the manner prescribed in the TIA.

SECTION 6.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  The Trustee shall comply with TIA Section 311(a), except with
respect to any creditor relationship listed in TIA Section 311(b). A Trustee who
has resigned or been removed is subject to TIA Section 311(a) to the extent
indicated.

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<PAGE>

               ARTICLE 7 - SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 7.1       DISCHARGE OF LIABILITY ON SECURITIES.

                  If (a) the Company delivers to the Trustee all outstanding
Securities of a Series (other than Securities replaced or paid pursuant to
Section 2.8 or Securities for whose payment money has theretofore been deposited
in trust by the Company with the Trustee or a Paying Agent and thereafter repaid
to the Company as provided in the second sentence of Section 7.6) for
cancellation or (b) all outstanding Securities of such Series have become due
and payable and the Company irrevocably deposits with the Trustee as trust funds
solely for the benefit of the Holders for that purpose funds sufficient to pay
at maturity or on redemption the principal of and all accrued interest on all
outstanding Securities of such Series (other than Securities replaced or paid
pursuant to Section 2.8 or Securities for whose payment money has heretofore
been deposited in trust by the Company with the Trustee or Paying Agent and
thereafter repaid to the Company as provided in the second sentence of Section
7.6), and if in either case the Company pays all other sums payable hereunder by
the Company with respect to such Series, then, subject to Sections 7.2 and 7.7,
this Indenture shall cease to be of further effect with respect to such Series.
The Trustee shall acknowledge satisfaction and discharge of this Indenture with
respect to such Series on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel (which may rely upon an Officers'
Certificate as to factual matters) and at the cost and expense of the Company.

SECTION 7.2       TERMINATION OF COMPANY'S OBLIGATIONS.

                  (a)      Except as otherwise provided in this Section 7.2, the
Company may terminate its obligations under the Securities of a Series and this
Indenture with respect to such Series if:

                           (i)      the Securities of such Series mature or are
redeemable within one year,

                           (ii)     with reference to this Section 7.2, the
Company has irrevocably deposited or caused to be irrevocably deposited with the
Trustee or Paying Agent (other than the Company or a Subsidiary or Affiliate of
the Company) and conveyed all right, title and interest for the benefit of the
Holders of such Series, under the terms of an irrevocable trust agreement in
form satisfactory to the Trustee as trust funds in trust, specifically pledged
as security for, and dedicated solely to, the benefit of such Holders, in and
to, (A) money in an amount, (B) U.S. Government Obligations that, through the
payment of interest and principal in respect thereof in accordance with their
terms, will provide, not later than one Business Day before the due date of any
payment referred to in this clause (ii), money in an amount or (C) a combination
thereof in an amount sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, without consideration of any
reinvestment of interest and after payment of all federal, state and local taxes
or other fees, charges and assessments in respect thereof payable by the Trustee
or Paying Agent, the principal of and interest on the outstanding Securities of
such Series when due; provided, that the Trustee or Paying Agent shall have been
irrevocably instructed in

                                       31

<PAGE>

writing to apply such money or the proceeds of such U.S. Government Obligations
to the payment of such principal and interest with respect to such Series;

                           (iii)    no Default with respect to such Series shall
have occurred and be continuing on the date of such deposit,

                           (iv)     such deposit will not result in or
constitute a Default or result in a breach or violation of, or constitute a
default under, any other agreement or instrument to which the Company is a party
or by which it is bound; and

                           (v)      the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel (which may rely upon an
Officers' Certificate as to factual matters), in each case stating that all
conditions precedent provided for herein relating to the satisfaction and
discharge of this Indenture with respect to such Series have been complied with;

provided, that if the Securities of the Series are to be redeemed, either the
Securities have been called for redemption or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of
the notice of redemption by the Trustee in the name, and at the expense, of the
Company.

                  (b)      With respect to the foregoing, the Company's
obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.12, 3.1, 3.2, 6.7,
6.8, 7.5, 7.6 and 7.7 shall survive until the Securities of such Series are no
longer outstanding. Thereafter, only the Company's obligations in Sections 6.7,
6.8, 7.6 and 7.7 shall survive. After any such irrevocable deposit and
fulfillment of the other requirements of this Section 7.2, the Trustee upon
request shall acknowledge in writing the discharge of the Company's obligations
under the Securities of such Series and this Indenture with respect to such
Series except for those surviving obligations specified above.

SECTION 7.3       DEFEASANCE AND DISCHARGE OF INDENTURE.

                  (a)      Unless otherwise provided with respect to a Series of
Securities in accordance with Section 2.1, the Company will be deemed to have
paid and will be discharged from any and all obligations in respect of such
Series on the 123rd day after the date of the deposit referred to in Section
7.3(b)(i), and the provisions of this Indenture will no longer be in effect with
respect to such Series, in each case subject to paragraph (d) of this Section
7.3, and the Trustee, at the reasonable request of and at the expense of the
Company, shall execute proper instruments acknowledging the same, except as to
(i) rights of registration of transfer and exchange, (ii) substitution of
apparently mutilated, defaced, destroyed, lost or stolen Securities of such
Series, (iii) rights of Holders of such Series to receive payments of principal
thereof and interest thereon, (iv) the Company's obligations under Section 3.2,
(v) the rights, obligations and immunities of the Trustee hereunder including
those arising under Section 6.7 hereof, (vi) the rights of the Holders of such
Series as beneficiaries of this Indenture with respect to the property so
deposited with the Trustee payable to all or any of them and (vii) the rights,
obligations and immunities which survive as provided in Section 7.3(c).

                  (b)      The provisions of Section 7.3(a) shall only take
effect provided that the following conditions shall have been satisfied:

                                       32

<PAGE>

                           (i)      with reference to this Section 7.3, the
Company has irrevocably deposited or caused to be irrevocably deposited with the
Trustee or Paying Agent (other than the Company or a Subsidiary or Affiliate of
the Company) and conveyed all right, title and interest for the benefit of the
Holders of such Series, under the terms of an irrevocable trust agreement in
form satisfactory to the Trustee as trust funds in trust, specifically pledged
as security for, and dedicated solely to, the benefit of such Holders, in and
to, (A) money in an amount, (B) U.S. Government Obligations that, through the
payment of interest and principal in respect thereof in accordance with their
terms, will provide, not later than one Business Day before the due date of any
payment referred to in this clause (b)(i), money in an amount or (C) a
combination thereof in an amount sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, without
consideration of any reinvestment of interest and after payment of all federal,
state and local taxes or other fees, charges and assessments in respect thereof
payable by the Trustee or Paying Agent, the principal of and interest on the
outstanding Securities of such Series when due; provided, that the Trustee or
Paying Agent shall have been irrevocably instructed in writing to apply such
money or the proceeds of such U.S. Government Obligations to the payment of such
principal and interest with respect to such Series;

                           (ii)     such deposit will not result in or
constitute a Default or result in a breach or violation of, or constitute a
default under, any other agreement or instrument to which the Company is a party
or by which it is bound;

                           (iii)    no Default with respect to such Series shall
have occurred and be continuing on the date of such deposit or during the period
ending on the 123rd day after such date of deposit;

                           (iv)     the Company shall have delivered to the
Trustee (A) either (1) a ruling directed to the Trustee received from the
Internal Revenue Service to the effect that the Holders will not recognize
income, gain or loss for federal income tax purposes as a result of the
Company's exercise of its option under this Section 7.3 and will be subject to
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such option had not been exercised or (2)
an Opinion of Counsel (who may not be an employee of the Company) to the same
effect as the ruling described in clause (A)(1) hereof accompanied by a ruling
to that effect published by the Internal Revenue Service, unless there has been
a change in the applicable federal income tax law since the date of this
Indenture such that a ruling from the Internal Revenue Service is no longer
required and (B) an Opinion of Counsel to the effect that (1) the creation of
the defeasance trust does not violate the Investment Company Act of 1940, (2)
after the passage of 123 days following the deposit (except, with respect to any
trust funds for the account of any Holder of such Series who may be deemed to be
an "insider" for purposes of Title 11 of the United States Code, after one year
following the deposit), the trust funds will not be subject to the effect of
Section 547 of the United States Bankruptcy Code or Section 15 of the New York
Debtor and Creditor Law in a case commenced by or against the Company under
either such statute, and either (x) the trust funds will no longer remain the
property of the Company (and therefore, will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally) or (y) if a court were to rule under any such law
in any case or proceeding that the trust funds remained property of the Company,
(I) assuming such trust funds remained in the

                                       33

<PAGE>

possession of the Trustee prior to such court ruling to the extent not paid to
Holders of such Series, the Trustee will hold, for the benefit of such Holders,
a valid and perfected security interest in such trust funds that is not
avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of
the United States Bankruptcy Code on interest on the trust funds accruing after
the commencement of a case under such statute and (II) such Holders will be
entitled to receive adequate protection of their interests in such trust funds
if such trust funds are used in such case or proceeding; and

                           (v)      the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel (which may rely upon an
Officers' Certificate as to factual matters), in each case stating that all
conditions precedent provided for herein relating to the defeasance contemplated
by this Section 7.3 have been complied with.

                  (c)      Notwithstanding the foregoing clause (b)(i), prior to
the end of the 123-day period referred to in clause (b)(iv)(B)(2) above, none of
the Company's obligations under this Indenture with respect to such Series shall
be discharged. Subsequent to the end of such 123-day period with respect to this
Section 7.3, the Company's obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7,
2.8, 2.12, 3.1, 3.2, 6.7, 6.8, 7.6 and 7.7 shall survive with respect to such
Series until the Series is no longer outstanding. Thereafter, only the Company's
obligations in Sections 6.7, 7.6 and 7.7 shall survive with respect to such
Series. If and when a ruling from the Internal Revenue Service or Opinion of
Counsel referred to in clause (b)(iv)(A) above is able to be provided
specifically without regard to, and not in reliance upon, the continuance of the
Company's obligations under Section 3.1, then the Company's obligations under
such Section 3.1 with respect to such Series shall cease upon delivery to the
Trustee of such ruling or Opinion of Counsel and compliance with the other
conditions precedent provided for herein relating to the defeasance contemplated
by this Section 7.3.

                  (d)      After any such irrevocable deposit and the
fulfillment of the other requirements of this Section 7.3, the Trustee upon
written request shall acknowledge in writing the discharge of the Company's
obligations under the Securities of such Series and this Indenture with respect
to such Series except for those surviving obligations in paragraph (c) above.

                  (e)      Before or after a deposit pursuant to this Section
7.3, the Company may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date in accordance with Article 9.

SECTION 7.4       DEFEASANCE OF CERTAIN OBLIGATIONS.

                  (a)      If so provided with respect to a Series of Securities
in accordance with Section 2.1, the Company may omit to comply with any term,
provision or condition set forth in any covenant established with respect to
such Series pursuant to Section 2.1(b(ix), and clause (c) of Section 5.1 with
respect to any such covenant, and clause (d) of Section 5.1 shall be deemed not
to be an Event of Default, in each case with respect to the outstanding
Securities of such Series, if:

                           (i)      with reference to this Section 7.4, the
Company has irrevocably deposited or caused to be irrevocably deposited with the
Trustee or Paying Agent (other than the

                                       34

<PAGE>

Company or a Subsidiary or Affiliate of the Company) and conveyed all right,
title and interest for the benefit of the Holders of such Series, under the
terms of an irrevocable trust agreement in form satisfactory to the Trustee as
trust funds in trust, specifically pledged as security for, and dedicated solely
to, the benefit of such Holders, in and to, (A) money in an amount, (B) U.S.
Government Obligations that, through the payment of interest and principal in
respect thereof in accordance with their terms, will provide, not later than one
Business Day before the due date of any payment referred to in this clause (i),
money in an amount or (C) a combination thereof in an amount sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, without consideration of any reinvestment of interest and after
payment of all federal, state and local taxes or other fees, charges and
assessments in respect thereof payable by the Trustee or Paying Agent, the
principal of and interest on the outstanding Securities of such Series when due;
provided, that the Trustee or Paying Agent shall have been irrevocably
instructed in writing to apply such money or the proceeds of such U.S.
Government Obligations to the payment of such principal and interest with
respect to such Series;

                           (ii)     such deposit will not result in or
constitute a Default or result in a breach or violation of, or constitute a
default under, any other agreement or instrument to which the Company is a party
or by which it is bound;

                           (iii)    no Default with respect to such Series shall
have occurred and be continuing on the date of such deposit or during the period
ending on the 123rd day after such date of deposit;

                           (iv)     the Company has delivered to the Trustee an
Opinion of Counsel (who may not be an employee of the Company) to the effect
that (A) the creation of the defeasance trust does not violate the Investment
Company Act of 1940, (B) such Holders will not recognize income, gain or loss
for federal income tax purposes as a result of the Company's exercise of its
option under this Section 7.4 and will be subject to federal income tax on the
same amount and in the same manner and at the same times as would have been the
case if such option had not been exercised and (C) after the passage of 123 days
following the deposit (except, with respect to any trust funds for the account
of any Holder of such series who may be deemed to be an "insider" for purposes
of Title 11 of the United States Code, after one year following the deposit),
the trust funds will not be subject to the effect of Section 547 of the United
States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in
a case commenced by or against the Company under either such statute, and either
(1) the trust funds will no longer remain the property of the Company (and
therefore, will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally) or (2) if a court were to rule under any such law in any case or
proceeding that the trust funds remained property of the Company, (x) assuming
such trust funds remained in the possession of the Trustee prior to such court
ruling to the extent not paid to Holders of such Series, the Trustee will hold,
for the benefit of such Holders, a valid and perfected security interest in such
trust funds that is not avoidable in bankruptcy or otherwise except for the
effect of Section 552(b) of the United States Bankruptcy Code on interest on the
trust funds accruing after the commencement of a case under such statute and (y)
such Holders will be entitled to receive adequate protection of their interests
in such trust funds if such trust funds are used in such case or proceeding; and

                                       35

<PAGE>

                           (v)      the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel (which may rely upon an
Officers' Certificate as to factual matters), in each case stating that all
conditions precedent provided for herein relating to the defeasance contemplated
by this Section 7.4 have been complied with.

                  (b)      After any such irrevocable deposit and the
fulfillment of the other requirements of this Section 7.4, the Trustee upon
written request shall acknowledge in writing the discharge of such of the
Company's obligations under the Securities of such Series and this Indenture
with respect to such Series as the Company may omit to comply with pursuant to
this Section 7.4.

                  (c)      Before or after a deposit pursuant to this Section
7.4, the Company may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date in accordance with Article 9.

SECTION 7.5       APPLICATION OF TRUST MONEY.

                  Subject to Section 7.7 of this Indenture, the Trustee or
Paying Agent shall hold in trust money or U.S. Government Obligations deposited
with it pursuant to Section 7.1, 7.2, 7.3 or 7.4 of this Indenture, as the case
may be, and shall apply the deposited money and the money from U.S. Government
Obligations in accordance with this Indenture to the payment of principal of and
interest on the Securities of the relevant Series. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by applicable law; provided, that the Paying Agent shall at all times
be subject to any segregation requirements imposed by the TIA or other
applicable law. The Trustee shall be under no obligation to invest such money or
U.S. Government Obligations and in no event shall the Trustee have any liability
for, or in respect of, any such investment made.

SECTION 7.6       REPAYMENT TO COMPANY.

                  Subject to Sections 6.7, 7.1, 7.2, 7.3 and 7.4 of this
Indenture, the Trustee and the Paying Agent shall promptly pay to the Company
upon written request any excess money or U.S. Government Obligations held by
them at any time pursuant to this Article 7, which in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which delivery shall
only be required if U.S. Government Obligations have been so provided), are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent discharge or defeasance in accordance with this Article 7,
and thereupon shall be relieved from all liability with respect to such money.
The Trustee and the Paying Agent shall pay to the Company upon written request
any money held by them for the payment of principal or interest of any Series
that remains unclaimed for two years; provided, that the Company shall if
requested by the Trustee or the Paying Agent, give the Trustee or such Paying
Agent indemnification reasonably satisfactory to it against any and all
liability which may be incurred by it by reason of such payment. After payment
to the Company, Holders entitled to such money must look to the Company for
payment as general creditors unless an applicable law designates another person,
and all liability of the Trustee and such Paying Agent with respect to such
money shall cease.

                                       36

<PAGE>

SECTION 7.7       REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 7.1, 7.2, 7.3 or 7.4 of
this Indenture, as the case may be, by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities of the applicable Series
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 7.1, 7.2, 7.3 or 7.4 of this Indenture, as the case may be, until such
time as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 7.1, 7.2, 7.3 or 7.4 of this
Indenture, as the case may be; provided, that, if the Company has made any
payment of principal of or interest on any Series of Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Series to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

SECTION 7.8       DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
                  TRUST: MISCELLANEOUS PROVISIONS.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by applicable law is for the
account of the Holders of outstanding Securities.

SECTION 7.9       TERMS AND CONDITIONS OF DEFEASANCE SUBJECT TO SECTION 2.1.

                  The terms and conditions of Sections 7.1, 7.2, 7.3, 7.4, 7.5,
7.6, 7.7 and 7.8 are each subject to any modifications thereof effected pursuant
to Section 2.1(b)(xv).

                     ARTICLE 8 - AMENDMENTS AND SUPPLEMENTS

SECTION 8.1       WITHOUT CONSENT OF HOLDERS.

                  (a)      The Company, when authorized by a Board Resolution,
and the Trustee may amend this Indenture as it relates to any one or more Series
of Securities or enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the TIA as then in effect) with
respect to any one or more Series of Securities without notice to or the consent
of any Securityholder for one or more of the following purposes:

                           (i)      to cure any ambiguity, omission, defect or
inconsistency;

                           (ii)     to comply with Article 4;

                           (iii)    to provide for uncertificated Securities of
such Series in addition to certificated Securities of such Series; provided,
that such uncertificated Securities are issued in registered form for purposes
of Section 163(f) of the Code or in a manner such that such uncertificated
Securities are described in Section 163(f)(2)(B) of the Code;

                                       37

<PAGE>

                           (iv)     to add additional guarantees with respect to
such Series or to secure such Series;

                           (v)      to add to the covenants of the Company for
the benefit of the Holders of such Series or to surrender any right or power
herein conferred upon the Company;

                           (vi)     to comply with the requirements of the SEC
in connection with qualification of the Indenture under the TIA;

                           (vii)    to make any change that does not adversely
affect the rights of any Securityholder of such Series, including changing any
payment record dates as necessary to conform to then-current market practice; or

                           (viii)   to provide for the issuance of Securities
with terms not currently contemplated by Section 2.1.

                  (b)      After an amendment or supplement pursuant this
Section 8.1 becomes effective, the Company shall mail to Securityholders a
notice briefly describing such amendment or supplement. The failure to give such
notice to all Securityholders, or any defect therein, shall not impair or affect
the validity of an amendment or supplement under this Section 8.1.

SECTION 8.2       WITH CONSENT OF HOLDERS.

                  (a)      The Company, when authorized by a Board Resolution,
and the Trustee may amend or supplement this Indenture with respect to any one
or more Securities with the written consent of the Holders of a majority in
principal amount of the Securities of such Series affected by such amendment or
supplement. However, without the consent of each Securityholder of each Series
affected, an amendment or supplement under this Section 8.2 may not:

                           (i)      reduce the amount of Securities the Holders
of which must consent to an amendment or supplement or waiver;

                           (ii)     reduce the rate of or change the time for
payment of interest on any Security;

                           (iii)    reduce the principal of or change the Stated
Maturity of any Security;

                           (iv)     modify any redemption or repurchase right to
the detriment of a Holder;

                           (v)      make any Security payable in currency or
consideration other than that stated in the Security;

                           (vi)     make any change in Section 5.4, Section 5.7
or this second sentence of this Section 8.2(a); or

                                       38

<PAGE>

                           (vii)    make any change in Article 10 or otherwise
modify any subordination provisions applicable to the Securities.

                  (b)      An amendment or supplement which changes or
eliminates any covenant or other provision of this Indenture which has expressly
been included solely for the benefit of one or more particular Series of
Securities, or which modifies the rights of the Holders of Securities of such
Series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other
Series.

                  (c)      It shall not be necessary for the consent of the
Holders under this Section 8.2 to approve the particular form of any proposed
amendment or supplement, but it shall be sufficient if such consent approves the
substance thereof.

                  (d)      After an amendment or supplement under this Section
8.2 becomes effective, the Company shall mail to Securityholders a notice
briefly describing such amendment or supplement. The failure to give such notice
to all Securityholders, or any defect therein, shall not impair or affect the
validity of an amendment or supplement under this Section 8.2.

SECTION 8.3       COMPLIANCE WITH TRUST INDENTURE ACT.

                  Every amendment or supplement to this Indenture or the
Securities shall be set forth in a supplemental indenture that complies with the
TIA as then in effect.

SECTION 8.4       REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment, supplement or waiver under this Article 8
becomes effective, a consent to it by a Holder of any Security is a continuing
consent by the Holder and every subsequent Holder of Securities of that Series
or portion thereof that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of a Security if the Trustee receives the notice of revocation before
the date the amendment, supplement or waiver becomes effective. After an
amendment or supplement becomes effective, it shall bind every Securityholder of
the affected Series.

SECTION 8.5       NOTATION ON OR EXCHANGE OF SECURITIES.

                  If an amendment changes the terms of a Security, the Trustee
may require the Holders of the Security to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Securities of such Series
regarding the changed terms and return it to the Holders. Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Securities
of such Series shall issue and the Trustee shall authenticate new Securities of
such Series that reflect the changed terms. Failure to make the appropriate
notation or to issue new Securities of such Series shall not affect the validity
of such amendment.

SECTION 8.6       TRUSTEE TO SIGN AMENDMENTS.

                  The Trustee shall sign any supplemental indenture which sets
forth an amendment or supplement authorized pursuant to this Article 8 if the
amendment or supplement does not

                                       39

<PAGE>

adversely affect the rights, duties, liabilities or immunities of the Trustee
under this Indenture or otherwise. If it does, the Trustee may but need not sign
it. In signing such supplemental indenture the Trustee shall be entitled to
receive indemnification reasonably acceptable to it and to receive, and (subject
to Section 6.1) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that such supplemental indenture
is authorized or permitted by this Indenture and, with respect to an amendment
or supplement pursuant to Section 8.2, evidence of the consents of Holders
required in connection therewith.

SECTION 8.7       FIXING OF RECORD DATES.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to take any action
under this Indenture by vote or consent. Except as provided herein, such record
date shall be the later of 30 days prior to the first solicitation of such
consent or vote or the date of the most recent list of Securityholders furnished
to the Trustee pursuant to Section 2.6 prior to such solicitation. If a record
date is fixed, those Persons who were Securityholders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
take such action by vote or consent or to revoke any vote or consent previously
given, whether or not such Persons continue to be Holders after such record
date; provided, that unless such vote or consent is obtained from the Holders
(or their duly designated proxies) of the requisite principal amount of
outstanding Securities prior to the date which is 120 days after such record
date, any such vote or consent previously given shall automatically and without
further action by any Holder be canceled and of no further effect.

                             ARTICLE 9 - REDEMPTION

SECTION 9.1       APPLICABILITY OF ARTICLE.

                  Securities of any Series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 2.1) in accordance with this
Article 9.

SECTION 9.2       ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem Securities of any Series
shall be evidenced by a resolution of the Board of Directors. In case of any
redemption at the election of the Company, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of Securities of such Series to be
redeemed. In the case of any redemption of such Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture or (b) that is subject to compliance
with any conditions provided for in the terms of such Securities or elsewhere in
this Indenture, the Company shall furnish the Trustee with an Officers'
Certificate confirming compliance with such restriction or conditions.

SECTION 9.3       SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

                  (a)      If less than all the Securities of the Series are to
be redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the

                                       40

<PAGE>

Redemption Date by the Trustee, from the outstanding Securities of such Series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to authorized denominations for Securities of that Series) of
the principal amount of Securities of such Series.

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

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

SECTION 9.4       NOTICE OF REDEMPTION.

                  (a)      Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior
to the Redemption Date, to each Holder of Securities to be redeemed, at such
Holder's registered address.

                  (b)      All notices of redemption shall identify the
Securities to be redeemed (including CUSIP and, if applicable, ISIN and Common
Code numbers) and shall state:

                           (i)      the Redemption Date,

                           (ii)     the Redemption Price,

                           (iii)    if less than all the outstanding Securities
of such Series are to be redeemed, the identification (and, in the case of
partial redemption, the principal amounts) of the particular Securities to be
redeemed,

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

                           (v)      the place or places where such Securities
are to be surrendered for payment of the Redemption Price, and

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

                  (c)      Notice of redemption of Securities of any Series to
be redeemed at the election of the Company shall be given by the Company or, at
the Company's request, by the Trustee in the name and at the expense of the
Company. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, a failure to give such notice by mail or any
defect in the notice to the Holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.

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<PAGE>

SECTION 9.5       DEPOSIT OF REDEMPTION PRICE.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, that installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities registered as such at the close of business on
the relevant record dates according to their terms. If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

SECTION 9.6       SECURITIES REDEEMED IN PART.

                  Any Security which is to be redeemed only in part shall be
surrendered at the office of the Paying Agent (with, if the Company or the
Trustee for such Security so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute a written order signed by two Officers and the Trustee
shall, upon receipt of such order, authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same
Series, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

                    ARTICLE 10 - SUBORDINATION OF SECURITIES

SECTION 10.1      SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

                  The Company covenants and agrees, and each Holder of a
Security, by its acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article 10, the payment
of the principal of (and premium, if any) and interest on each and all of the
Securities are hereby expressly made subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness (whether outstanding on
the date hereof or hereafter created, incurred, assumed or guaranteed), and that
the subordination is for the benefit of the holders of Senior Indebtedness and
that no payment on account of principal of, premium, if any, or interest on the
Securities and no acquisition of, or payment on account of any sinking fund for,
the Securities may be made unless full payment of all amounts then due for
principal, premium, if any, and interest then due on all Senior Indebtedness by
reason of the maturity thereof (by lapse of time, acceleration or otherwise) has
been made or duly provided for in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of such Senior Indebtedness.

SECTION 10.2      PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

                  (a)      Upon any distribution of the Company's assets in
connection with any dissolution, winding up, liquidation or reorganization of
the Company, whether voluntary or

                                       42

<PAGE>

involuntary, in any proceeding under any Bankruptcy Law (each such event, if
any, herein sometimes referred to as a "Proceeding"), or upon an assignment for
the benefit of creditors or otherwise: (i) all Senior Indebtedness (including
all interest accruing on or after the filing of any petition in bankruptcy
relating to the Company at the relevant contractual rate, whether or not such
claim for post-petition interest is allowed in such Proceeding) must be paid in
full in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of such Senior Indebtedness before the Holders of the Securities are
entitled to any payments or distributions of any kind or character; and (ii) any
payment or distribution of the Company's assets of any kind or character,
whether in cash, securities or other property, which would otherwise (but for
these subordination provisions) be payable or deliverable in respect of the
Securities shall be paid or delivered directly to the holders of such Senior
Indebtedness (or their representative or trustee) in accordance with the
priorities then existing among such holders until all Senior Indebtedness shall
have been paid in full in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of such Senior Indebtedness before any payment or
distribution is made to the Holders of the Securities.

                  (b)      In the event that notwithstanding the subordination
provisions set forth herein, any payment or distribution of assets of any kind
or character is made on the Securities at a time when the respective payment is
not permitted to be made as a result of the subordination provisions described
in Section 10.2(a) and before all Senior Indebtedness is paid in full in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of such
Senior Indebtedness, the Trustee or the Holders of the Securities receiving such
payment will be required to pay over such payment or distribution to the holders
of such Senior Indebtedness and shall hold such amounts in trust for the benefit
of the holders of the Senior Indebtedness until such amounts are paid over.

                  (c)      For the purposes of this Article 10 only, the words
"any payment or distribution of any kind or character" 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 which securities are subordinated in right of
payment to all then outstanding Senior Indebtedness to substantially the same
extent as the Securities are so subordinated as provided in this Article 10. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the sale of
all or substantially all of its properties and assets as an entirety to another
Person upon the terms and conditions set forth in Article 4 shall not be deemed
a Proceeding for the purposes of this Section 10.2 if the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by sale such properties and assets as an entirety, as the case may be, shall, as
a part of such consolidation, merger, or sale comply with the conditions set
forth in Article 4.

SECTION 10.3      PAYMENT BLOCKAGE UPON ACCELERATION OF SENIOR INDEBTEDNESS,
                  ETC.

                  (a)      During the continuance of any event of default with
respect to any class or series of Senior Indebtedness pursuant to which the
maturity thereof may be accelerated, upon the occurrence of (i) receipt by the
Trustee of written notice from the holders of a majority of the outstanding
principal amount of such Senior Indebtedness or their representative, or (ii) if
such event of default results from the acceleration of the Securities, the date
of such acceleration, no

                                       43

<PAGE>

payment may be made by the Company upon or in respect of the Securities for a
period ("Payment Blockage Period") commencing on the earlier of the date of
receipt of such notice or the date of such acceleration and ending 179 days
thereafter (unless such Payment Blockage Period shall be terminated by written
notice to the Trustee from the holders of a majority of the outstanding
principal amount of such Senior Indebtedness or their representative who
delivered such notice); provided, that notwithstanding anything herein to the
contrary, in no event will a Payment Blockage Period extend beyond 179 days from
the date on which such Payment Blockage Period was commenced; provided, further,
that not more than one Payment Blockage Period may be commenced with respect to
the Securities during any period of 360 consecutive days. For all purposes of
this Section 10.3, no event of default which existed or was continuing on the
date of the commencement of any Payment Blockage Period with respect to the
Senior Indebtedness initiating such Payment Blockage Period shall be, or be
made, the basis for the commencement of a second Payment Blockage Period by the
holders of such Senior Indebtedness or their representative whether or not
within a period of 360 consecutive days unless such event of default shall have
been cured or waived for a period of not less than 90 consecutive days.

                  (b)      In the event that, notwithstanding the provisions of
Section 10.3(a), the Company shall make any payment to the Trustee or any Holder
of the Securities prohibited by the provisions of Section 10.3(a), and if such
fact shall, at or prior to the time of such payment, have been made known, as
set forth in Section 10.10, to the Trustee or, as the case may be, such Holder,
then and in such event such payment shall be paid over and delivered forthwith
to the Company.

                  (c)      The provisions of this Section 10.3 shall not apply
to any payment with respect to which Section 10.2 would be applicable.

SECTION 10.4      NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

                  (a)      In the event and during the continuation of any
default in the payment of principal of (or premium, if any) or interest on, or
any other amounts owing with respect to, any Senior Indebtedness when the same
becomes due and payable or in the event any judicial proceeding shall be pending
with respect to any such default, then, unless and until such default shall have
been cured or waived or shall have ceased to exist, no payment or distribution
of any kind or character, whether in cash, properties or Securities shall be
made by the Company on account of principal of (or premium, if any) or interest,
if any, on the Securities or on account of the purchase or other acquisition of
Securities by the Company or any Subsidiary.

                  (b)      The Company shall give prompt written notice to the
Trustee of any default in payment of principal of or interest on any Senior
Indebtedness; provided that no failure to give such a notice shall have any
effect whatsoever on the subordination provisions described herein.

                  (c)      In the event that, notwithstanding the provisions of
this Section 10.4, the Company shall make any payment to the Trustee or the
Holder of the Securities prohibited by the provisions of this Section 10.4, and
if such fact shall, at or prior to the time of such payment, have been made
known as set forth in Section 10.10, to the Trustee or, as the case may be, such

                                       44

<PAGE>

Holder, then and in such event such payment shall be paid over and delivered
forthwith to the Company.

                  (d)      The provisions of this Section shall not apply to any
payment with respect to which Section 10.2 would be applicable.

SECTION 10.5      PAYMENT PERMITTED IF NO DEFAULT.

                  Nothing contained in this Article 10 or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Company, at any time
except during the pendency of any Proceeding referred to in Section 10.2 or
under the conditions described in Sections 10.3 and 10.4, from making payments
at any time of principal of (and premium, if any) or interest on the Securities,
or (b) except with respect to the payment over provisions of this Article 10,
the application by the Trustee of any money deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
on the Securities or the retention of such payment by the Holders if, at the
time of such application by the Trustee, the Trustee did not have knowledge that
such payment would have been prohibited by the provisions of this Article 10.

SECTION 10.6      SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

                  Subject to the payment in full of all Senior Indebtedness, or
the provision for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Indebtedness, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of
this Article 10 (equally and ratably with the holders of all indebtedness of the
Company which by its express terms is subordinated to Senior Indebtedness of the
Company to substantially the same extent as the Securities are subordinated to
the Senior Indebtedness and is entitled to like rights of subrogation by reason
of any payments or distributions made to holders of such Senior Indebtedness) to
the rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Indebtedness of any cash, property
or securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article 10, and no payments pursuant
to the provisions of this Article 10 to the holders of Senior Indebtedness by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness, and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Indebtedness.

SECTION 10.7      PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

                  The provisions of this Article 10 are and are intended solely
for the purpose of defining the relative rights of the Holders of the Securities
on the one hand and the holders of Senior Indebtedness on the other hand.
Nothing contained in this Article 10 or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as between the Company and the
Holders of the Securities, the obligations of the Company, which are absolute
and unconditional,

                                       45

<PAGE>

to pay to the Holders of the Securities the principal of (and premium, if any)
and interest on the Securities as and when the same shall become due and payable
in accordance with their terms, (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
their rights in relation to the holders of Senior Indebtedness, or (c) prevent
the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, including filing
and voting claims in any Proceeding, subject to the rights, if any, under this
Article 10 of the holders of Senior Indebtedness to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.

SECTION 10.8      TRUSTEE TO EFFECTUATE SUBORDINATION.

                  Each Holder of a Security by his or her acceptance thereof
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
provided in this Article 10 and appoints the Trustee his or her attorney-in-fact
for any and all such purposes; provided, however, that with respect to the
holders of Senior Indebtedness, the Trustee undertakes to perform only such
obligations on the part of the Trustee as are specifically set forth in this
Article 10, and no implied covenants or obligations with respect to the holders
of any Senior Indebtedness will be inferred against the Trustee as a result of
this Indenture.

SECTION 10.9      NO WAIVER OF SUBORDINATION PROVISIONS.

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

SECTION 10.10     NOTICE TO TRUSTEE.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities. Notwithstanding the provisions
of this Article 10 or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the Securities,
unless and until the Trustee shall have received written notice thereof from the
Company or a person representing itself as a holder of Senior Indebtedness or
from any trustee, agent or representative therefor at least two (2) Business
Days prior to the date of such payment and, prior to the receipt of any such
notice, the Trustee shall be entitled to assume that no such facts exist. In the
event the Trustee receives any written notice from the Company pursuant to this
Section 10.10 regarding any fact that would prohibit the making of any payment
to or by the Trustee in respect of the Securities, Trustee shall not be charged
with knowledge of any cure of such fact unless and until the Trustee receives an
Officers' Certificate certifying to such cure.

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<PAGE>

SECTION 10.11     RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATION
                  AGENT.

                  Upon any payment or distribution of assets of the Company
referred to in this Article 10, the Trustee, subject to the provisions of
Article 6, and the Holders of the Securities shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which a
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of 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 10.

SECTION 10.12     TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

                  The Trustee, in its capacity as trustee under this Indenture,
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and, subject to the provisions of Section 6, shall not be liable to
the holder of any Senior Indebtedness if it shall pay over or deliver to
Holders, the Company, or any other Person, cash, property or securities to which
any holder of Senior Indebtedness shall be entitled to by virtue of this Article
10 or otherwise.

SECTION 10.13     RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
                  PRESERVATION OF TRUSTEE'S RIGHTS.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article 10 with respect to any Senior
Indebtedness which may at any time be held by it to the same extent as any other
holder of Senior Indebtedness and, subject to the requirements of the TIA,
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

SECTION 10.14     ARTICLE APPLICABLE TO PAYING AGENTS.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed and be then acting hereunder, the term "Trustee" as
used in this Article 10 shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intent and purposes as if such Paying Agent were
named in this Article 10 in addition to or in place of the Trustee.

                           ARTICLE 11 - MISCELLANEOUS

SECTION 11.1      TRUST INDENTURE ACT CONTROLS.

                  If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by any of TIA Sections 310 to 317, inclusive,
through operation of TIA Section 318(c), such imposed duties shall control.

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<PAGE>

SECTION 11.2      NOTICES.

                  (a)      Any notice or communication shall be in writing and
delivered in person, or mailed by first-class mail (certified, return receipt
requested), addressed as follows:

                  If to the Company:

                  Trustmark Corporation
                  248 East Capitol Street
                  Jackson, Mississippi 39201
                  Attention: Treasurer
                  Telephone: (601) 208-5111
                  Facsimile: (601) 208-7966

                  if to the Trustee:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware 19890
                  Attention: Corporate Trust Administration
                  Telephone: (302) 651-1000
                  Facsimile: (302) 651-8882

The Company or the Trustee by notice to the others may designate additional or
different addresses for subsequent notices or communications. Any notice to the
Trustee under this Indenture shall be deemed given only when received by the
Trustee at the address specified in this Section 11.2.

                  (b)      Any notice or communication to a Securityholder shall
be mailed by first-class mail to the Securityholder's address shown on the
register kept by the Registrar. Failure to mail a notice or communication to a
Securityholder or any defect in it shall not affect its sufficiency with respect
to other Securityholders.

                  (c)      If a notice or communication is mailed in the manner
provided in this Section 11.2 within the time prescribed, it is duly given,
whether or not the addressee receives it.

                  (d)      If the Company mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee and each Agent at the same
time.

SECTION 11.3      COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

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<PAGE>

SECTION 11.4      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

                  (a)      an Officers' Certificate in form reasonably
satisfactory to the Trustee stating that, in the opinion of the signers, all
conditions precedent (including any covenants compliance with which constitutes
a condition precedent and the statements set forth in Section 11.5), if any,
provided for in this Indenture relating to the proposed action have been
complied with; and

                  (b)      an Opinion of Counsel in form reasonably satisfactory
to the Trustee stating that, in the opinion of such counsel (which may rely upon
an Officers' Certificate as to factual matters and shall include the statements
set forth in Section 11.5), all such conditions precedent have been complied
with.

SECTION 11.5      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each Officers'  Certificate or Opinion of Counsel with respect
to compliance with a condition or covenant provided for in this Indenture other
than certificates provided pursuant to Section 3.3 shall include:

                  (a)      a statement that the Person making such certificate
or opinion has read such covenant or condition;

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

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

                  (d)      a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with.

SECTION 11.6      RULES BY TRUSTEE AND AGENTS.

                  The Trustee may make reasonable rules for action by or
a meeting of Securityholders. The Registrar or Paying Agent may make reasonable
rules and set reasonable requirements for its functions.

SECTION 11.7      PAYMENT ON LEGAL HOLIDAYS.

                  If a payment date is a Legal Holiday, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. If a regular record date is a
Legal Holiday, the regular record date shall not be affected.

                                       49

<PAGE>

SECTION 11.8      SUCCESSORS; NO RECOURSE AGAINST OTHERS.

                  (a)      All agreements of the Company in this Indenture and
the Securities shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.

                  (b)      All liability of the Company described in the
Securities insofar as it relates to any director, officer, employee or
stockholder, as such, of the Company is waived and released by each
Securityholder.

SECTION 11.9      DUPLICATE ORIGINALS.

                  The parties may sign any number of copies of this Indenture.
One signed copy is enough to prove this Indenture.

SECTION 11.10     GOVERNING LAW.

                  This Indenture and the Securities shall be governed by,
and construed and enforced in accordance with, the laws of the State of New York
without regard to its conflicts of law rules, as though entered into by New York
residents and to be performed entirely within the State of New York.

TRUSTMARK CORPORATION                          WILMINGTON TRUST COMPANY

By: _______________________________            By: _____________________________
    Name:                                          Name:
    Title:                                         Title:

                                       50

<PAGE>

                                                                       EXHIBIT A

                           (Form of Face of Security)

                  [THIS SECURITY IS ISSUED IN GLOBAL FORM AND REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") OR A
NOMINEE THEREOF. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND
OF THE INDENTURE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY.]*

* Insert in Global Security only.

                                       A-1

<PAGE>

                              TRUSTMARK CORPORATION

                             % SUBORDINATED NOTE DUE

No.____                                                       $________________
                                                              CUSIP:
                                                              ISIN:
                                                              Common Code:

         Trustmark Corporation, a Delaware corporation, promises to pay to [Cede
& Co.]* [ ], or registered assigns, the principal sum of ____________ Dollars on
_______________.

                Interest Payment Dates: __________ and __________
                     Record Dates: __________ and __________

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture (as defined on the reverse hereof), subordinate and subject in
right of payments to the prior payment in full of all Senior Indebtedness (as
defined in the Indenture), and this Security is issued subject to the provisions
of the Indenture with respect thereto. Each Holder of this Security, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Indebtedness, whether now outstanding or hereafter incurred,
and waives reliance by each such holder upon said provisions.

         Additional provisions of this Security are set forth on the reverse
hereof.

         IN WITNESS WHEREOF, the Company has caused this Security to be signed
manually or by facsimile by its duly authorized officers.

Date: _______________

                                          TRUSTMARK CORPORATION

                                          By ___________________________________
                                             Name:
                                             Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION:

WILMINGTON TRUST COMPANY, as

                                       A-2

<PAGE>

Trustee, certifies that this is
one of the Securities referred to
in the Indenture.

By: _________________________             Dated: _______________________________
        Authorized Officer

* Insert in Global Security only.

                                      A-3

<PAGE>

                          (Form of Reverse of Security)

                              TRUSTMARK CORPORATION
                        ___% SUBORDINATED NOTE DUE _____

                  (1)      Interest. Trustmark Corporation, a Mississippi
corporation (such corporation, and its successors and assigns under the
Indenture referred to below, being herein called the "Company"), promises to pay
interest on the principal amount of this Security at the interest rate per annum
shown above. The Company will pay interest semiannually on __________ and
__________ of each year. Interest on the Securities of this Series will accrue
from the most recent date to which interest has been paid or duly provided for
or, if no interest has been paid or duly provided for, from ________________.
Interest will be computed [on the basis of a 360 day year consisting of twelve
30 day months] [as set forth in the Directors' Certificate or supplemental
indenture delivered pursuant to Section 2.1].

                  (2)      Method of Payment. The Company will pay interest on
the Securities of this Series (except Defaulted Interest) to the persons who are
registered Holders of Securities of this Series at the close of business on the
record date next preceding the interest payment date even though such Securities
are canceled after the record date and on or before the interest payment date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may pay principal and interest by check
payable in such money. It may mail an interest check to a Holder's registered
address.

                  (3)      Paying Agent, Registrar. Initially, Wilmington Trust
Company, a Delaware banking corporation (the "Trustee"), will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice. The Company may act as Paying Agent or Registrar.

                  (4)      Indenture. The Company issued the Securities of this
Series under an Indenture dated as of ___________ ____, 2003 (the "Indenture")
between the Company and the Trustee. The Securities are unsecured general
obligations of the Company issued and to be issued in one or more Series under
the Indenture and may be issued in an unlimited principal amount. The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA"). Capitalized terms used herein but not defined herein
are used as defined in the Indenture. The Securities are subject to all such
terms, and Securityholders are referred to the Indenture and the TIA for a
statement of such terms.

                  (5)      Redemption. [set forth redemption provisions if any.]

                  (6)      Denominations; Transfer; Exchange. The Securities of
this Series are in registered form without coupons in denominations as set forth
in the Security. The transfer of Securities may be registered and Securities may
be exchanged as provided in the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by applicable law or permitted by the

                                       A-4

<PAGE>

Indenture. The Company shall not be required (a) to issue, register the transfer
of or exchange any Securities of a Series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 9.3 of
the Indenture and ending at the close of business on the day of such mailing or
(b) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

                  (7)      Defeasance. Subject to certain conditions and unless
otherwise provided in the terms of the Securities of this Series, the Company at
any time may terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money and/or U.S.
Government Obligations for the payment of principal and interest on the
Securities to maturity.

                  (8)      Persons Deemed Owners. The registered Holder of a
Security may be treated as its owner for all purposes, except that interest
(other than Defaulted Interest) will be paid to the person that was the
registered Holder on the relevant record date for such payment of interest.

                  (9)      Amendments and Waivers. Subject to certain
exceptions, (a) the Indenture or the Securities may be amended or supplemented
with the consent of the Holders of a majority in principal amount of the
Securities of each Series affected; and (b) any existing default with respect to
the Securities of this Series may be waived with the consent of the Holders of a
majority in principal amount of the Securities of such Series. Without the
consent of any Securityholder, the Indenture or the Securities may be amended or
supplemented to cure any ambiguity, omission, defect or inconsistency, to
provide for assumption of Company obligations to Securityholders or to provide
for uncertificated Securities in addition to or in place of certificated
Securities, to provide for guarantees with respect to, or security for, the
Securities, or to comply with the TIA or to add additional covenants or
surrender Company rights, or to make any change that does not adversely affect
the rights of any Securityholder.

                  (10)     Remedies. If an Event of Default with respect to the
Securities of this Series occurs and is continuing, the Trustee or Holders of at
least 25% in principal amount of the Securities of this Series may declare all
the Securities of this Series to be due and payable immediately. Securityholders
may not enforce the Indenture or the Securities of this Series except as
provided in the Indenture. The Trustee may require an indemnity before it
enforces the Indenture or the Securities. Subject to certain limitations,
Holders of a majority in principal amount of the Securities of a Series may
direct the Trustee in its exercise of any trust or power with respect to such
Series. The Trustee may withhold from Securityholders notice of any continuing
default (except a Default in payment of principal or interest) if it determines
that withholding notice is in their interests. The Company must furnish an
annual compliance certificate to the Trustee.

                  (11)     Trustee Dealings with Company. Subject to the
provisions of the TIA, the Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from and perform services for
the Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not Trustee. The Trustee will initially be Wilmington
Trust Company.

                                       A-5

<PAGE>

                  (12)     No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.

                  (13)     Authentication. This Security shall not be valid
until authenticated by the manual signature of an authorized officer of the
Trustee or an authenticating agent.

                  (14)     Abbreviations. Customary abbreviations may be used in
the name of a Securityholder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).

                  Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Securities. No representation is made as to the
accuracy of such numbers (or as to the accuracy of ISIN numbers, Common Code
numbers or similar numbers) as printed on the Securities and reliance may be
placed only on the other identification numbers placed thereon.

                  THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE, WHICH HAS IN IT THE TEXT OF
THIS SECURITY, IN TWELVE-POINT TYPE. REQUESTS MAY BE MADE TO: TREASURER,
TRUSTMARK CORPORATION, 248 EAST CAPITOL STREET, JACKSON, MISSISSIPPI, TELEPHONE:
(601) 208-5111, FACSIMILE: (601) 208-7966.

                                      A-6

<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

    I or we assign and transfer this Security to

                  (Insert assignee's soc. sec or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ____________________ agent to transfer this Security on
the books of the Company. The agent may substitute another to act for him.

Dated: ________________________             Signed: ____________________________
                                            (Sign exactly as your name appears
                                            on the other side of this Security)

Signature Guarantee: ___________________________________________________________

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-7