<PAGE>

                                                                     EXHIBIT 4.1

                       MERCANTILE BANKSHARES CORPORATION,
                                    as Issuer

                       4.625% SUBORDINATED NOTES DUE 2013

                             SUBORDINATED INDENTURE

                           Dated as of April 15, 2003

                              JPMORGAN CHASE BANK,
                                   as Trustee

<PAGE>

                                TABLE OF CONTENTS

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                                                                               Page
<S>                                                                            <C>

                                    ARTICLE 1
                   Definitions and Incorporation by Reference

Section 1.01.  Definitions.......................................................1
Section 1.02.  Incorporation by Reference of Trust Indenture Act.................8
Section 1.03.  Rules of Construction.............................................8

                                    ARTICLE 2
                                    The Notes

Section 2.01.  Form and Dating...................................................9
Section 2.02.  Execution and Authentication.....................................10
Section 2.03.  Registrar and Paying Agent.......................................11
Section 2.04.  Paying Agent to Hold Money and Notes in Trust....................12
Section 2.05.  Holder Lists.....................................................12
Section 2.06.  Transfer and Exchange............................................12
Section 2.07.  Replacement Notes................................................18
Section 2.08.  Outstanding Notes; Determinations of Holders' Action.............19
Section 2.09.  Temporary Notes..................................................20
Section 2.10.  Cancellation.....................................................20
Section 2.11.  Persons Deemed Owners............................................20
Section 2.12.  Defaulted Interest...............................................21
Section 2.13.  CUSIP Numbers....................................................21
Section 2.14.  Ranking..........................................................21

                                    ARTICLE 3
                               Optional Redemption

Section 3.01.  Notices to Trustee...............................................22
Section 3.02.  Selection of Notes to be Redeemed................................22
Section 3.03.  Notice of Redemption.............................................22
Section 3.04.  Effect of Notice of Redemption...................................23
Section 3.05.  Deposit of Redemption Price......................................23
Section 3.06.  Notes Redeemed in Part...........................................23
Section 3.07.  Optional Redemption..............................................24
Section 3.08.  Mandatory Redemption.............................................24

                                    ARTICLE 4
                                    Covenants

Section 4.01.  Payment of Notes.................................................24
Section 4.02.  Maintenance of Office or Agency..................................24
Section 4.03.  Reports..........................................................25
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                                        i

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Section 4.04.  Compliance Certificate...........................................25

                                    ARTICLE 5
                                   Successors

Section 5.01.  When the Company May Merge, Consolidate or Transfer Assets.......26
Section 5.02.  Successor Corporation Substituted................................26

                                    ARTICLE 6
                              Defaults and Remedies

Section 6.01.  Defaults and Events of Default...................................27
Section 6.02.  Acceleration.....................................................28
Section 6.03.  Other Remedies...................................................28
Section 6.04.  Waiver of Defaults...............................................28
Section 6.05.  Collection of Indebtedness and Suits for Enforcement by
   Trustee......................................................................29
Section 6.06.  Control by Holder of Notes.......................................29
Section 6.07.  Limitation on Suits..............................................30
Section 6.08.  Rights of Holders of Notes to Receive Payment....................30
Section 6.09.  Collection Suit by Trustee.......................................30
Section 6.10.  Trustee May File Proofs of Claim.................................31
Section 6.11.  Priorities.......................................................31
Section 6.12.  Undertaking for Costs............................................32
Section 6.13.  Delay or Omission Not Waiver.....................................32

                                    ARTICLE 7
                                     Trustee

Section 7.01.  Duties of Trustee................................................32
Section 7.02.  Rights of Trustee................................................33
Section 7.03.  Individual Rights of Trustee.....................................34
Section 7.04.  Trustee's Disclaimer.............................................34
Section 7.05.  Notice of Defaults...............................................35
Section 7.06.  Reports by Trustee to Holders....................................35
Section 7.07.  Compensation and Indemnity.......................................35
Section 7.08.  Replacement of Trustee...........................................36
Section 7.09.  Successor Trustee By Merger, Etc.................................37
Section 7.10.  Eligibility; Disqualification....................................37
Section 7.11.  Preferential Collection of Claims Against Company................38
Section 7.12.  Other Capacities.................................................38

                                    ARTICLE 8
                    Legal Defeasance and Covenant Defeasance

Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance.........38
Section 8.02.  Legal Defeasance and Discharge...................................38
</TABLE>

                                       ii

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<TABLE>
<S>                                                                             <C>
Section 8.03.  Covenant Defeasance..............................................39
Section 8.04.  Conditions to Legal or Covenant Defeasance.......................39
Section 8.05.  Deposited Money and Government Securities to be Held in
   Trust; Other Miscellaneous Provisions........................................41
Section 8.06.  Repayment to Company.............................................42
Section 8.07.  Reinstatement....................................................42

                                    ARTICLE 9
                        Amendment, Supplement and Waiver

Section 9.01.  Without Consent of Holders of Notes..............................43
Section 9.02.  With Consent of Holders of Notes.................................43
Section 9.03.  Compliance With Trust Indenture Act..............................45
Section 9.04.  Revocation and Effect of Consents................................45
Section 9.05.  Notation on or Exchange of Notes.................................45
Section 9.06.  Trustee to Sign Amendments, Etc..................................45

                                   ARTICLE 10
                           Subordination of Securities

Section 10.01.  Agreement to Subordinate........................................46
Section 10.02.  Distribution on Dissolution, Liquidation and
   Reorganization; Subrogation of Notes.........................................46
Section 10.03.  Payments on Notes Prohibited During Event of Default
   Under Senior Indebtedness....................................................49
Section 10.04.  Authorization of Holders to Trustee to Effect Subordination.....50
Section 10.05.  Notice to Trustee...............................................50
Section 10.06.  Right of Trustee to Hold Senior Indebtedness....................51
Section 10.07.  Article Ten Not to Prevent Defaults or Events of Default........51
Section 10.08.  Trustee Compensation, Etc. Not Prejudiced.......................51

                                   ARTICLE 11
                                  Miscellaneous

Section 11.01.  Trust Indenture Act Controls....................................51
Section 11.02.  Notices.........................................................51
Section 11.03.  Communication by Holders of Notes With Other Holders of Notes...52
Section 11.04.  Certificate and Opinion as to Conditions Precedent..............52
Section 11.05.  Statements Required in Certificate or Opinion...................53
Section 11.06.  Rules by Trustee and Agents.....................................53
Section 11.07.  No Personal Liability of Directors, Officers, Employees and
   Shareholders.................................................................53
Section 11.08.  Governing Law...................................................53
Section 11.09.  No Adverse Interpretation of Other Agreements...................53
Section 11.10.  Successors......................................................54
Section 11.11.  Severability....................................................54
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                                       iii

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<S>                                                                             <C>
Section 11.12.  Counterpart Originals...........................................54
Section 11.13.  Table of Contents, Headings, Etc................................54
</TABLE>

                                       iv

<PAGE>

                             CROSS-REFERENCE TABLE *

Trust Indenture Act Section                                    Indenture Section
---------------------------                                    -----------------
310 (a) (1)............................................................. 7.10
    (a) (2)............................................................. 7.10
    (a) (3)............................................................. N.A.
    (a) (4)............................................................. N.A.
    (a) (5)............................................................. 7.10
    (b)................................................................. 7.10
    (c)................................................................. N.A.
311 (a)................................................................. 7.11
    (b)................................................................. 7.11
    (c)................................................................. N.A.
312 (a)................................................................. 2.05
    (b)................................................................ 11.03
    (c)................................................................ 11.03
313 (a)................................................................. 7.06
    (b) (1)............................................................. N.A.
    (b) (2)....................................................... 7.06, 7.07
    (c)...........................................................7.06; 11.02
    (d)................................................................. 7.06
314 (a) (1-3)........................................................... 4.05
    (a) (4)............................................................. N.A.
    (b)................................................................. N.A.
    (c) (1)............................................................ 11.04
    (c) (2)............................................................ 11.04
    (c) (3)............................................................. N.A.
    (d)................................................................. N.A.
    (e)................................................................ 11.05
    (f)................................................................. N.A.
315 (a)................................................................. 7.01
    (b)...........................................................7.05; 11.02
    (c)................................................................. 7.01
    (d)................................................................. 7.01
    (e)................................................................. 6.12
316 (a) (last sentence)................................................. 2.09
    (a) (1) (A)......................................................... 6.06
    (a) (1) (B)......................................................... 6.04
    (a) (2)............................................................. N.A.
    (b)................................................................. 6.08
    (c)................................................................. 2.12

                                        v

<PAGE>

Trust Indenture Act Section                                    Indenture Section
---------------------------                                    -----------------
317 (a) (1)............................................................. 6.09
    (a) (2)............................................................. 6.10
    (b)................................................................. 2.04
318 (a).................................................................11.01
    (b)................................................................. N.A.
    (c).................................................................11.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

                                       vi

<PAGE>

     INDENTURE, dated as of April 15, 2003, between Mercantile Bankshares
Corporation, a Maryland corporation (the "Company"), and JPMorgan Chase Bank, a
New York banking corporation, as trustee (the "Trustee").

     The Company and the Trustee agree as follows for the equal and ratable
benefit of the registered holders (the "Holders") of the Notes (as defined
below).

                                   ARTICLE 1
                   Definitions and Incorporation by Reference

     Section 1.01. Definitions.

     "Additional Notes" means any notes issued under the Indenture in addition
to the Initial Notes, including any Exchange Notes issued in exchange for such
Additional Notes, having the same terms in all respects as the Initial Notes,
other than the issue price and the issue date and except that interest will
accrue on the Additional Notes from their date of issuance.

     "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 purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 20% or more of the voting securities of a Person shall
be deemed to be control.

     "Agent" means the Registrar or any Paying Agent, authenticating agent or
securities custodian.

     "Agent Members" has the meaning assigned to it in Section 2.01.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary that apply to such transfer or exchange.

     "Authentication Order" means a written order of the Company, signed by two
Officers of the Company, authenticating Notes for original issue.

     "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
committee thereof duly authorized to act on behalf of such Board of Directors.

<PAGE>

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

     "Business Day" means any day other than a Legal Holiday.

     "Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited) and
(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distribution of assets of, the
issuing Person.

     "Certificated Note" means a Note in registered individual form without
interest coupons.

     "Company" has the meaning assigned to it in the preamble to this Indenture.

     "Company Order" means a written request or order signed in the name of the
Company by any two Officers.

     "Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the notes. If no United States Treasury security has a maturity which is
within a period from three months before to three months after the remaining
life, the two most closely corresponding United States Treasury securities, as
selected by the Reference Treasury Dealer, shall be used as the comparable
treasury issue, and the adjusted treasury rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month, using such
securities.

     "Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the H.15 Daily
Update of the Federal Reserve Bank or (ii) if such release (or any successor
release) is not published or does not contain prices on such Business Day, the
Reference Treasury Dealer Quotation actually obtained by the Trustee for such
Redemption Date.

                                       2

<PAGE>

     "Consolidated Assets" means all assets owned directly by the Company or
indirectly by the Company through any Subsidiary and reflected on the Company's
consolidated balance sheet prepared in accordance with GAAP.

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 10.02 hereof or such other address as to which the
Trustee may give notice to the Company.

     "Covenant Defeasance" has the meaning assigned to it in Section 8.03.

     "Default" has the meaning assigned to it in Section 6.01(b).

     "Depositary" means DTC and any successor thereto or nominee thereof.

     "DTC" means the Depository Trust Company.

     "Event of Default" has the meaning assigned to it in Section 6.01.

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

     "Exchange Notes" means the Company's 4.625% Notes due 2013, issued by the
Company in connection with the Exchange Offer pursuant to Section 2.06(h)
hereof.

     "Exchange Offer" means the offer that may be made pursuant to the
Registration Rights Agreement by the Company to exchange the Exchange Notes for
the Initial Notes or any Additional Notes.

     "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants, the statements and
pronouncements of the Financial Accounting Standards Board and such other
statements by such other entities (including the SEC) as have been accepted by a
significant segment of the accounting profession, which are applicable at the
date of this Indenture.

     "Global Notes" means Notes that are in the form of the Note attached hereto
as Exhibit A, and to the extent that such Notes are required to bear the Legend
required by Section 2.06, such Notes will be in the form of a 144A Global Note.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

     "H.15 (519)" means the weekly statistical release entitled "H.l5 (519)
Selected Interest Rates," or any successor publication, published by the Board
of Governors of the Federal Reserve System.

                                       3

<PAGE>

     "H.15 Daily Update" means the daily update of H.l5 (519) available through
the worldwide website of the Board of Governors of the Federal Reserve System or
any successor site or publication.

     "Holder" has the meaning assigned to it in the preamble to this Indenture.

     "Indebtedness for Money Borrowed" means any obligation of the Company for,
or obligation guaranteed by the Company for the repayment of, borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, including off-balance sheet guarantees and direct credit
substitutes, and any deferred obligation for the payment of the purchase price
of property or assets (excluding trade accounts payable or accrued liabilities
in the ordinary course of business).

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

     "Initial Notes" means the $300,000,000 aggregate Principal Amount of the
Company's 4.625% Notes due 2013 issued under this Indenture on the date hereof.

     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

     "Legal Defeasance" has the meaning assigned to it in Section 8.02.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York are authorized by law, regulation or
executive order to remain closed. If a payment date is a Legal Holiday, payment
may be made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on such payment for the intervening period.

     "Legend" means the third paragraph of the legend appearing on the form of
Note attached hereto as Exhibit A setting forth the restrictions on transfer of
the Notes.

     "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

     "Lien" has the meaning assigned to it in Section 7.07.

     "Material Subsidiary" means Mercantile-Safe Deposit and Trust Company and
any successor thereof that is a major bank subsidiary of the Company.

                                       4

<PAGE>

     "Notes" means the Initial Notes, the Exchange Notes and the Additional
Notes, to the extent applicable.

     "Notice of Default" has the meaning assigned to it in Section 6.01(b)

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice President of such Person.

     "Officers' Certificate" means, with respect to any Person, a certificate
that meets the requirements of Section 11.05 hereof signed on behalf of such
Person by either the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of such Person and
another Officer of such Person.

     "144A Global Note" means a permanent Global Note in the form of the Note
attached hereto as Exhibit A and that is deposited with and registered in the
name of the Depositary, representing Notes sold in reliance on Rule 144A under
the Securities Act.

     "Opinion of Counsel" means a written opinion that meets the requirements of
Section 11.05 hereof from legal counsel who is reasonably acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

     "Paying Agent" has the meaning assigned to it in Section 2.03.

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

     "Principal Amount" means the amount of a Note as set forth on the face of
the Note.

     "QIB" means a qualified institutional buyer as defined in Rule 144A.

     "Ranking Junior to the Notes" means any obligation of the Company which
ranks junior to and not equally with or senior to the Notes in right of payment
upon the occurrence of any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Company, whether voluntary or involuntary.

     "Ranking on a Parity with the Notes" means any obligation of the Company
which ranks equally with and not senior to the Notes in right of payment upon
the occurrence of any insolvency, receivership, conservatorship,

                                       5

<PAGE>

reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Company, whether voluntary or involuntary.

     "Redemption Date" has the meaning assigned to it in Section 3.01.

     "Reference Treasury Dealer" means Lehman Brothers Inc. and its successors;
provided, however, that if the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer.

     "Reference Treasury Dealer Quotation" means, with respect to the Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

     "Registrar" has the meaning assigned to it in Section 2.03.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of April 15, 2003, by and among the Company and the other parties named
on the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time.

     "Remaining Scheduled Payments" means, with respect to each Note that the
Company is redeeming, the remaining scheduled payments of the principal and
interest that would be due after the related Redemption Date if such Note were
not redeemed. However, if the Redemption Date is not a scheduled interest
payment date with respect to that Note, the amount of the next succeeding
scheduled interest payment on that Note will be reduced by the amount of
interest accrued on such Note to the Redemption Date.

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee (or any successor group
of the Trustee) with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     "Restricted Certificated Note" means a Certificated Note required to bear
the Legend.

     "Restricted Global Note" means a Global Note required to bear the Legend.

     "Rule 144" means Rule 144 promulgated under the Securities Act.

                                       6

<PAGE>

     "Rule 144A" means Rule 144A promulgated under the Securities Act.

     "SEC" means the Securities and Exchange Commission.

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

     "Senior Indebtedness" means all (i) Indebtedness for Money Borrowed,
whether outstanding on the date of the execution of this Indenture or
subsequently created, assumed or incurred, other than (A) the Notes, (B) any
obligation Ranking Junior to the Notes and (C) any obligation Ranking on a
Parity with the Notes, (ii) all obligations of the Company to make payment or
delivery pursuant to the terms of financial instruments such as (A) securities
contracts and foreign currency exchange contracts, (B) derivative instruments,
such as swap agreements (including interest rate and foreign exchange rate swap
agreements), cap agreements, floor agreements, interest rate agreements,
commodity contracts or options, and (C) in the case of both (A) and (B) above,
similar financial instruments or agreements (in each case, other than any such
obligation Ranking on a Parity with the Notes or obligation Ranking Junior to
the Notes), and (iii) any deferrals, renewals or extensions of any such Senior
Indebtedness.

     "Special Interest Premium" means all moneys then owing pursuant to Section
2(e) of the Registration Rights Agreement.

     "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person, (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or an entity described in clause (i) and
related to such Person or (b) the only general partners of which are such Person
or of one or more entities described in clause (i) and related to such Person
(or any combination thereof) and (iii) any limited liability company of which
more than 50% of the total membership interests is at the time owned or
controlled, directly or indirectly, by such Person.

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

     "Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.

                                       7

<PAGE>

     "Trustee" means the party named as such above until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

     "Unrestricted Certificated Note" means a Certificated Note that does not
bear and is not required to bear the Legend.

     "Unrestricted Global Note" means a Global Note that does not bear and is
not required to bear the Legend.

     "Voting Stock" means outstanding shares of capital stock having voting
power for the election of directors, whether at all times or only so long as no
senior class of stock has such voting power because of default in dividends or
other default.

     Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. All 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 so assigned to
them.

     Section 1.03. Rules of Construction. Unless the context otherwise requires:

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

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

     (c) "or" is not exclusive;

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

     (e) references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement or successor sections or rules adopted
by the SEC from time to time;

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

     (g) headings are used for convenience of reference only and do not affect
interpretation.

                                       8

<PAGE>

                                    ARTICLE 2
                                    The Notes

     Section 2.01. Form and Dating.

     (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto, which is a part of this
Indenture. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage (provided that any such notation, legend or
endorsement required by usage is in a form acceptable to the Company). The
Company shall provide any such notations, legends or endorsements to the Trustee
in writing. Each Note shall be dated the date of its authentication. The terms
and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and 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 provision of any
Note conflicts with the express provisions of this Indenture, the provisions of
this Indenture shall govern and be controlling.

     (b) Global Notes. Notes offered and sold within the United States to QIBs
in reliance on Rule 144A shall be issued initially in the form of a Global Note,
which shall be deposited with the Trustee at its Corporate Trust Office, as
custodian for the Depositary, and registered in the name of the Depositary or
the nominee thereof, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate Principal Amount of any Global
Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary as hereinafter provided. Any
adjustment of the aggregate Principal Amount of a Global Note to reflect the
amount of any increase or decrease in the amount of outstanding Notes
represented thereby shall be made by the Trustee in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof and shall be made
on the records of the Trustee and the Depositary.

     Each Global Note shall bear a legend in substantially the following form:

"THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY ("DTC") OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE
OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

                                       9

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON 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 SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

     Neither any members of, or participants in, the Depositary (collectively,
the "Agent Members") nor any other Persons on whose behalf Agent Members may act
shall have any rights under this Indenture with respect to any Global Note held
on their behalf by the Depositary or by the Trustee as the custodian for the
Depositary or under such Global Note, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner and Holder of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary, its Agent Members and any other Person on
whose behalf an Agent Member may act, the operation of customary practices of
such Persons governing the exercise of the rights of a holder of a beneficial
interest in any Global Note.

     (c) Certificated Notes. Notes offered and sold in reliance on any exception
under the Securities Act other than Rule 144A will be issued in the form of
Certificated Notes. Except as provided in Sections 2.01(c) and 2.06, owners of
beneficial interests in Global Notes will not be entitled to receive physical
delivery of Certificated Notes.

     Section 2.02. Execution and Authentication. The Notes shall be executed on
behalf of the Company by any Officer. The signature of the Officer on the Notes
may be manual or facsimile. Notes bearing the manual or facsimile signatures of
individuals who were at the time of the execution of the Notes the proper
Officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the
date of authentication of such Notes.

     No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized signatory, and such certificate
upon

                                       10

<PAGE>

any Note shall be conclusive evidence, and the only evidence, that such Note has
been duly authenticated and delivered hereunder.

     At any time and from time to time after the execution and delivery of the
Indenture, the Company may deliver Notes executed by the Company to the Trustee
for authentication. The Trustee will authenticate and deliver

          (i) Initial Notes for original issue in the aggregate Principal Amount
     not to exceed $300,000,000,

          (ii) Additional Notes from time to time for original issue in
     aggregate Principal Amounts specified by the Company, and

          (iii) Exchange Notes from time to time for issue in exchange for a
     like Principal Amount of Initial Notes or Additional Notes.

     The Notes shall be issued only in registered form without coupons and only
in denominations of $1,000 of Principal Amount and any integral multiple
thereof.

     Upon receipt of an Authentication Order and an Officers' Certificate (i)
certifying that a registration statement relating to the Exchange Offer is
effective, (ii) certifying that the conditions precedent to a private exchange
(including, without limitation, the Exchange Offer) thereunder have been met and
(iii) requesting that the Trustee authenticate the Exchange Notes in exchange
for delivery of the Initial Notes for cancellation, the Trustee shall
authenticate an additional series of Notes in an aggregate Principal Amount not
to exceed $300,000,000 for issuance in exchange for the Initial Notes tendered
for exchange pursuant to the Exchange Offer registered under the Securities Act,
provided that any such Initial Notes have been delivered to the Trustee for
cancellation and the Trustee has received an Officers' Certificate from the
Company authorizing such cancellation.

     Section 2.03. Registrar and Paying Agent. The Company shall maintain an
office or agency where Notes may be presented for registration of transfer or
for exchange ("Registrar"), and an office or agency where Notes may be presented
for purchase or payment ("Paying Agent"). The Registrar shall keep a register of
the Notes and of their transfer and exchange. The Company may have one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent, including any named pursuant to Section 4.04.

     The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent (in each case, if such person is a person other than
the Trustee). The agreement shall implement the provisions of this Indenture
that relate to such agent. The Company shall notify the Trustee of the name and
address of any 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

                                       11

<PAGE>

compensation therefor pursuant to Section 7.07. The Company or any Subsidiary of
the Company or an Affiliate of any of them may act as Paying Agent or Registrar.

     The Company initially appoints the Trustee as Registrar and Paying Agent in
connection with the Notes. The Trustee may resign from any or all of such
appointments upon 30 days' written notice to the Company.

     Section 2.04. Paying Agent to Hold Money and Notes in Trust. Except as
otherwise provided herein, on or prior to 10:00 a.m., New York City time on each
due date of payments in respect of any Note, the Company shall deposit with the
Paying Agent a sum of money (in immediately available funds if deposited on the
due date) sufficient to make such payments when so becoming 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 the Holders or the
Trustee all money held by the Paying Agent for the making of payments in respect
of the Notes and shall notify the Trustee of any default by the Company in
making any such payment. At any time during the continuance of any such default,
the Paying Agent shall, upon the written request of the Trustee, forthwith pay
to the Trustee all money so held in trust. If the Company, a Subsidiary of the
Company or an Affiliate of any of them acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it as a separate trust fund. 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 shall have no further liability for the money.

     Section 2.05. Holder Lists. The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names
and addresses of the Holders. If the Trustee is not the Registrar, the Company
shall cause to be furnished to the Trustee at least semiannually on April 1 and
October 1 a listing of the Holders dated within 15 days of the date on which the
list is furnished 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 Holders.

     Section 2.06. Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except by the Depositary to a nominee of the Depositary, by a
nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Certificated Notes if

          (i) the Depositary has notified the Company that it is unwilling or
     unable to continue as Depositary for such Global Note or such Depositary
     has ceased to be a "clearing agency" registered under the

                                       12

<PAGE>

     Exchange Act, and a successor depositary is not appointed by the Company
     within 90 days,

          (ii) the Company determines that the Notes are no longer to be
     represented by Global Notes and so notifies the Trustee, or

          (iii) an Event of Default has occurred and is continuing with respect
     to the Notes.

Any Global Note exchanged pursuant to clause (i) or (ii) above shall be so
exchanged in whole and not in part, and any Global Note exchanged pursuant to
clause (iii) above may be exchanged in whole or from time to time in part as
directed by the Depositary.

     Upon the occurrence of either of the preceding events in (i), (ii) or (iii)
above, Certificated Notes shall be issued in fully registered form, without
interest coupons, shall have an aggregate Principal Amount equal to that of the
Global Note or portion thereof to be so exchanged, shall be registered in such
names and be in such authorized denominations as the Depositary shall instruct
the Trustee in writing and shall bear the Legend as provided herein. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.06 or Section 2.07 or 2.09 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note, except as otherwise
provided herein. A Global Note may not be exchanged for another Note other than
as provided in this Section 2.06(a), however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 2.06(b) or (h)
hereof.

     Any Global Note to be exchanged in whole shall be surrendered by the
Depositary to the Trustee, as Registrar. With regard to any Global Note to be
exchanged in part, either such Global Note shall be so surrendered for exchange
or, if the Trustee is acting as custodian for the Depositary or its nominee with
respect to such Global Note, the Principal Amount thereof shall be reduced, by
an amount equal to the portion thereof to be so exchanged, by means of an
appropriate adjustment made on the records of the Trustee. Upon any such
surrender or adjustment, the Trustee shall authenticate and deliver the Note
issuable on such exchange to or upon the order of the Depositary or an
authorized representative thereof.

     (b) Transfer and Exchange of Beneficial Interests in Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary in accordance with the Applicable Procedures.
Beneficial interests in the Restricted Global Notes shall be subject to
restrictions on transfer comparable to those set forth herein with respect to
transfers of Notes to the extent required by the Securities Act.

                                       13

<PAGE>

     (c) Transfer and Exchange of Certificated Notes. When Certificated Notes
are presented by a Holder to the Registrar with a request:

     (i) to register the transfer of such Certificated Notes; or

     (ii) to exchange such Certificated Notes for an equal Principal Amount of
Certificated Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Certificated Notes surrendered for registration of transfer or
exchange:

               (A) shall be duly endorsed or accompanied by a written instrument
          of transfer in form reasonably satisfactory to the Company and the
          Registrar, duly executed by the Holder thereof or such Holder's
          attorney duly authorized in writing; and

               (B) so long as such Notes are Restricted Certificated Notes, such
          Notes are being transferred or exchanged pursuant to an effective
          registration statement under the Securities Act or pursuant to clause
          (1), (2) or (3) below, and are accompanied by the following additional
          information and documents, as applicable:

                    (1) if such Certificated Notes are being delivered to the
               Registrar by a Holder for registration in the name of such
               Holder, without transfer, a certification from such Holder to
               that effect; or

                    (2) if such Certificated Notes are being transferred to the
               Company, a certification to that effect; or

                    (3) if such Certificated Notes are being transferred
               pursuant to an exemption from registration (i) a certification to
               that effect (in the form set forth in Exhibit B, if applicable)
               and (ii) if the Company or Registrar so requests, an Opinion of
               Counsel or other evidence reasonably satisfactory to them as to
               the compliance with the restrictions set forth in the Legend.

     (d) Restrictions on Transfer of a Certificated Note for a Beneficial
Interest in a Global Note. A Certificated Note may not be exchanged for a
beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below.

                                       14

<PAGE>

     Upon receipt by the Trustee of a Certificated Note, duly endorsed or
accompanied by appropriate instruments of transfer, in form satisfactory to the
Trustee, together with:

          (i) so long as the Notes are Restricted Certificated Notes,
     certification, in the form set forth in Exhibit B, that such Certificated
     Note is being transferred to a QIB in accordance with Rule 144A; and

          (ii) written instructions directing the Trustee to make, or to direct
     the Registrar to make, an adjustment on its books and records with respect
     to such Global Note to reflect an increase in the aggregate Principal
     Amount of the Notes represented by the Global Note, such instructions to
     contain information regarding the Depositary account to be credited with
     such increase,

the Trustee shall cancel such Certificated Note and cause, or direct the
Registrar to cause, in accordance with the standing instructions and procedures
existing between the Depositary and the Registrar, the aggregate Principal
Amount of Notes represented by the Global Note to be increased by the aggregate
Principal Amount of the Certificated Note to be exchanged, and shall credit or
cause to be credited to the account of the Person specified in such instructions
a beneficial interest in the Global Note equal to the Principal Amount of the
Certificated Note so cancelled. If no Global Notes are then outstanding, the
Company shall issue and the Trustee shall authenticate, upon written order of
the Company in the form of an Officers' Certificate, a new Global Note in the
appropriate Principal Amount.

     (e) Restrictions on Transfer of Beneficial Interest in a Global Note for a
Certificated Note. A beneficial interest in a Global Note may not be exchanged
for a Certificated Note except upon satisfaction of the requirements set forth
below.

     Upon receipt by the Trustee of:

          (i) so long as the Notes are Restricted Global Notes, certification,
     in the form set forth in Exhibit B, that such Restricted Global Note is
     being transferred to an Institutional Accredited Investor; and

          (ii) written instructions directing the Trustee to make, or to direct
     the Registrar to make, an adjustment on its books and records with respect
     to such Global Note to reflect a decrease in the aggregate Principal Amount
     of the Notes represented by the Global Note, such instructions to contain
     information regarding the Depositary account to be reduced by such
     decrease,

the Trustee shall deliver one or more new Certificated Notes and cause, or
direct the Registrar to cause, in accordance with the standing instructions and

                                       15

<PAGE>

procedures existing between the Depositary and the Registrar, the aggregate
Principal Amount of Notes represented by the Global Note to be decreased by the
aggregate Principal Amount of the Global Notes to be exchanged, and shall deduct
or cause to be deducted from the account of the Person specified in such
instructions a beneficial interest in the Global Note equal to the Principal
Amount of the Global Note so transferred.

     (f) Compliance With Restrictions on Transfer. Subject to the succeeding
paragraph, every Note shall be subject to the restrictions on transfer provided
in the Legend including the delivery of an Opinion of Counsel, if so required.
Whenever any Restricted Certificated Note or Restricted Global Note is presented
or surrendered for registration of transfer or for exchange for a Note
registered in a name other than that of the Holder, such Note must be
accompanied by a certificate in substantially the form set forth in Exhibit B,
dated the date of such surrender and signed by the Holder of such Note, as to
compliance with such restrictions on transfer. The Registrar shall not be
required to accept for such registration of transfer or exchange any Note not so
accompanied by a properly completed certificate.

     (g) Termination of Restrictions on Transfer. The restrictions imposed by
the Legend upon the transferability of any Note shall cease and terminate when
such Note has been sold pursuant to an effective registration statement under
the Securities Act or transferred in compliance with Rule 144 under the
Securities Act (or any successor provision thereto) or, if earlier, upon the
expiration of the holding period applicable to sales thereof under Rule 144(k)
under the Securities Act (or any successor provision). Any Note as to which such
restrictions on transfer shall have expired in accordance with their terms or
shall have terminated may, upon a surrender of such Note for exchange to the
Registrar in accordance with the provisions of this Section 2.06 (accompanied,
in the event that such restrictions on transfer have terminated by reason of a
transfer in compliance with Rule 144 or any successor provision, by an Opinion
of Counsel having substantial experience in practice under the Securities Act
and otherwise reasonably acceptable to the Company, addressed to the Company and
in form acceptable to the Company, to the effect that the transfer of such Note
has been made in compliance with Rule 144 or such successor provision), be
exchanged for a new Note, of like tenor and aggregate Principal Amount, which
shall not bear the restrictive Legend. The Company shall inform the Trustee of
the effective date of any registration statement registering the Notes under the
Securities Act. The Trustee shall not be liable for any action taken or omitted
to be taken by it in good faith in accordance with the aforementioned Opinion of
Counsel or registration statement.

     (h) Issuance of Notes With No Legend; Removal of Legend. If Notes are
issued upon the transfer, exchange or replacement of Notes subject to
restrictions on transfer and bearing the Legend, or if a request is made to
remove the Legend on a Note, the Notes so issued shall bear the Legend, or the
Legend shall not be removed, as the case may be, unless there is delivered to
the Company and the

                                       16

<PAGE>

Registrar such satisfactory evidence, which shall include an Opinion of Counsel,
as may be reasonably required by the Company and the Registrar, that neither the
Legend nor the restrictions on transfer set forth therein are required to ensure
that transfers thereof comply with the provisions of Rule 144A or Rule 144 under
the Securities Act or that such Notes are not "restricted" within the meaning of
Rule 144 under the Securities Act. Upon (i) provision of such satisfactory
evidence, or (ii) notification by the Company to the Trustee and Registrar of
the sale of such Note pursuant to a registration statement that is effective at
the time of such sale, the Trustee, at the written direction of the Company,
shall authenticate and deliver a Note that does not bear the Legend. If the
Legend is removed from the face of a Note and the Note is subsequently held by
an Affiliate of the Company, the Legend shall be reinstated.

     (i) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company shall issue and, upon
receipt of an Authentication Order in accordance with Section 2.02, the Trustee
shall authenticate (i) one or more Unrestricted Global Notes in an aggregate
Principal Amount equal to the Principal Amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by Persons that certify in
the Letters of Transmittal that (x) they are not broker-dealers, (y) they are
not participating in a distribution of the Exchange Notes and (z) they are not
Affiliates of the Company, and accepted for exchange in the Exchange Offer and
(ii) Unrestricted Certificated Notes in an aggregate Principal Amount equal to
the Principal Amount of the Restricted Certificated Notes tendered for
acceptance by Persons that make the required certifications in the Letters of
Transmittal and accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate Principal
Amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and (at the expense
of the Company) deliver to the Persons designated by the Holders of Restricted
Certificated Notes so accepted Unrestricted Certificated Notes in the
appropriate Principal Amount.

     (j) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Certificated Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.10 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Certificated
Notes, the Principal Amount of Notes represented by such Global Note shall be
reduced accordingly by adjustments made on the records of the Trustee to reflect
such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in

                                       17

<PAGE>

another Global Note, such other Global Note shall be increased accordingly by
adjustments made on the records of the Trustee to reflect such increase.

     (k) General Provisions Relating to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges of Notes, the
     Company shall execute and the Trustee shall authenticate Global Notes and
     Certificated Notes upon receipt of an Authentication Order in accordance
     with Section 2.02 hereof or upon receipt of a written request of the
     Registrar.

          (ii) The Company shall not charge a service charge for any
     registration of transfer or exchange, but the Company or the Trustee may
     require payment of a sum sufficient to pay all taxes, assessments or other
     governmental charges that may be imposed in connection with the transfer or
     exchange of the Notes from the Holder requesting such transfer or exchange.

          (iii) The Company shall not be required to make, and the Registrar
     need not register the transfer or exchange of Notes selected for redemption
     (except, in the case of Notes to be redeemed in part, the portion thereof
     not to be redeemed) or any Notes for a period of 15 days before the mailing
     of a notice of redemption of Notes to be redeemed.

          (iv) Any Registrar appointed pursuant to Section 2.03 hereof shall
     provide to the Trustee such information as the Trustee may reasonably
     require in connection with the delivery by such Registrar of Notes upon
     registration of transfer or exchange of Notes.

          (v) No Registrar shall be required to make registrations of transfer
     or exchange of Notes during any periods designated in the text of the Notes
     or in this Indenture as periods during which such registration of transfers
     and exchanges need not be made.

     Section 2.07. Replacement Notes. If (a) any mutilated Note is surrendered
to the Trustee, or (b) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Note, and there is
delivered to the Company and the Trustee such Note or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or the Trustee that such Note has been acquired by a protected
purchaser, the Company shall execute, and upon its written request the Trustee
shall authenticate and deliver, in exchange for any such mutilated Note or in
lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and
Principal Amount, bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Note has become or is
about to become due and payable, or is about to be redeemed by the Company

                                       18

<PAGE>

pursuant to Article 3 hereof, the Company in its discretion may, instead of
issuing a new Note, pay or redeem such Note, as the case may be.

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

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

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

     Section 2.08. Outstanding Notes; Determinations of Holders' Action. Notes
outstanding at any time are all the Notes authenticated by the Trustee except
for those cancelled by it, those paid pursuant to Section 2.07, those delivered
to it for cancellation and those described in this Section 2.08 as not
outstanding. A Note does not cease to be outstanding because the Company or an
Affiliate thereof holds the Note; provided, however, that in determining whether
the Holders of the requisite Principal Amount of Notes have given or concurred
in any request, demand, authorization, direction, notice, consent, amendment or
waiver hereunder, Notes owned by the Company or any other obligor upon the Notes
or any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, amendment or waiver, only Notes which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Subject to the foregoing, only Notes outstanding at the time of such
determination shall be considered in any such determination (including, without
limitation, determinations pursuant to Articles 6 and 9).

     If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is
held by a protected purchaser.

     If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date or at maturity, money or securities, if permitted hereunder,
sufficient to pay Notes payable on that date, then immediately after such
Redemption Date or maturity, as the case may be, such Notes shall cease to be
outstanding and interest and Special Interest Premium, if any, on such Notes
shall

                                       19

<PAGE>

cease to accrue; provided that if such Notes are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made.

     Section 2.09. Temporary Notes. Pending the preparation of Certificated
Notes, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the Certificated Notes in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Notes may determine, as conclusively
evidenced by their execution of such Notes.

     If temporary Notes are issued, the Company will cause Certificated Notes to
be prepared without unreasonable delay. After the preparation of Certificated
Notes, the temporary Notes shall be exchangeable for Certificated Notes upon
surrender of the temporary Notes at the office or agency of the Company
designated for such purpose pursuant to Section 2.03, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes the
Company shall execute and the Trustee shall authenticate and deliver in exchange
thereof or a like Principal Amount of Certificated Notes of authorized
denominations. Until so exchanged the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as Certificated Notes.

     Section 2.10. Cancellation. All Notes surrendered for payment, redemption
or registration of transfer or exchange shall, if surrendered to any person
other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Trustee. The Company may not issue
new Notes to replace Notes it has paid or delivered to the Trustee for
cancellation. No Notes shall be authenticated in lieu of or in exchange for any
Notes cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Notes held by the Trustee shall be disposed of by
the Trustee in accordance with the Trustee's customary procedure.

     Section 2.11. Persons Deemed Owners. Prior to due presentment of a Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Note is registered as the
owner of such Note for the purpose of receiving payment of principal of,
premium, if any, on, interest on and Special Interest Premium, if any, on the
Note or the payment of any redemption price in respect thereof, and interest
thereon, for all purposes whatsoever, whether or not such Note be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                                       20

<PAGE>

     Section 2.12. Defaulted Interest. If the Company defaults in a payment of
interest on the Notes, it shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and Section 4.03 hereof. The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Company shall fix or cause
to be fixed each such special record date and payment date, provided that no
such special record date shall be less than 10 days prior to the related payment
date for such defaulted interest. At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

     Section 2.13. CUSIP Numbers. The Company may issue the Notes with one or
more "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided, however, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee of any change in the CUSIP numbers.

     In the event that the Company shall issue and the Trustee shall
authenticate any Additional Notes pursuant to this Indenture, the Company shall
use its best efforts to obtain the same CUSIP number for such Additional Notes
as is printed on the Notes outstanding at such time; provided, however, that if
any Additional Notes are determined, pursuant to an Opinion of Counsel, to be a
different class of security than the Notes outstanding at such time for federal
income tax purposes, the Company may obtain a CUSIP number for such additional
securities that is different from the CUSIP number printed on the Notes then
outstanding.

     Section 2.14. Ranking. The indebtedness of the Company arising under or in
connection with this Indenture and every outstanding Note issued under this
Indenture from time to time constitutes and will constitute a subordinated
unsecured obligation of the Company, ranking equally with other existing and
future subordinated unsecured indebtedness of the Company and ranking junior in
right of payment to any existing and future Senior Indebtedness of the Company.

                                       21

<PAGE>

                                   ARTICLE 3
                               Optional Redemption

     Section 3.01. Notices to Trustee. If the Company elects to redeem Notes
pursuant to the optional redemption provisions of Section 3.07 hereof, it shall
furnish to the Trustee, at least 45 days (unless a shorter period shall be
satisfactory to the Trustee) but not more than 60 days before a Redemption Date,
an Officers' Certificate setting forth (i) the Section of this Indenture
pursuant to which the redemption shall occur, (ii) the date on which the
redemption shall occur ("Redemption Date"), (iii) the Principal Amount of Notes
to be redeemed and (iv) the redemption price.

     Section 3.02. Selection of Notes to be Redeemed. If less than all of the
Notes are to be redeemed pursuant to Section 3.07 at any time, the Trustee shall
select the Notes to be redeemed among the Holders of the Notes, on a pro rata
basis, by lot or in accordance with any other method the Trustee deems fair and
appropriate. In the event of partial redemption, the particular Notes to be
redeemed shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Notes not previously called for redemption.

     The Trustee shall promptly notify the Company of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
Principal Amount thereof to be redeemed. Notes and portions of Notes selected
shall be in amounts of $1,000 or whole multiples of $1,000, except that, if all
of the Notes of a Holder are to be redeemed, the entire outstanding amount of
Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed.
Except as provided in the preceding sentence, provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called for
redemption.

     Section 3.03. Notice of Redemption. At least 30 days but not more than 60
days before a Redemption Date, the Company shall mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address.

     The notice shall identify the Notes to be redeemed and shall state:

     (a) the Redemption Date;

     (b) the redemption price;

     (c) if any Note is being redeemed in part, the portion of the Principal
Amount of such Note to be redeemed and that, after the Redemption Date upon
surrender of such Note, a new Note or Notes in Principal Amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

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

                                       22

<PAGE>

     (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (f) that, unless the Company fails to deposit the redemption price and
accrued interest, if any, with the Trustee or Paying Agent, interest on Notes
called for redemption ceases to accrue on and after the Redemption Date;

     (g) the paragraph of the Notes and/or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; and

     (h) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Notes.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days prior to the Redemption
Date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

     Section 3.04. Effect of Notice of Redemption. Once notice of redemption is
mailed in accordance with Section 3.03 hereof, Notes called for redemption
become irrevocably due and payable on the Redemption Date at the redemption
price. A notice of redemption may not be conditional.

     Section 3.05. Deposit of Redemption Price. One Business Day prior to the
Redemption Date, the Company shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption price of and accrued interest on
all Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed. If the
Company complies with the provisions of the preceding paragraph, on and after
the Redemption Date, interest shall cease to accrue on the Notes or the portions
of Notes called for redemption. If any Note called for redemption shall not be
so paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the Redemption Date until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case at
the rate provided in the Notes and in Section 4.03 hereof.

     Section 3.06. Notes Redeemed in Part. Upon surrender of a Note that is
redeemed in part, the Company shall issue and, upon receipt of an Authentication
Order, the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in Principal Amount to the unredeemed portion of the
Note surrendered.

                                       23

<PAGE>

     Section 3.07 . Optional Redemption. With the prior approval of the Board of
Governors of the Federal Reserve System, the Company at its option may, at any
time, redeem the Notes, in whole or in part, upon payment of a redemption price
equal to the greater of (i) 100% of the Principal Amount of the Notes to be
redeemed or (ii) the sum of the present values of the Remaining Scheduled
Payments on the Notes being redeemed discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
a rate equal to the Treasury Rate plus 15 basis points, plus, in either case,
accrued and unpaid interest and Special Interest Premium, if any, on the
Principal Amount of Notes being redeemed to the Redemption Date.

     Section 3.08 . Mandatory Redemption. The Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.

                                    ARTICLE 4
                                    Covenants

     Section 4.01 . Payment of Notes. The Company shall pay or cause to be paid
the principal of, premium, if any, on, interest on and Special Interest Premium,
if any, on the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, interest and Special Interest Premium, if any, shall
be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, interest
and Special Interest Premium, if any, then due. The Company shall pay all the
Special Interest Premium, if any, in the same manner on the dates and in the
amounts set forth in the Registration Rights Agreement.

     The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at the rate equal to 1% per annum in excess of the
then applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest
Premium, if any, (without regard to any applicable grace period) from time to
time on demand at the same rate to the extent lawful.

     Section 4.02 . Maintenance of Office or Agency. The Company shall maintain
in New York, New York, an office or agency (which may be an office of the
Trustee or an Affiliate of the Trustee or Registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time

                                       24

<PAGE>

the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations. The Company shall
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.

     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03.

     Section 4.03. Reports. (a) The Company shall file with the Trustee, within
15 days after it files such annual and quarterly reports, information, documents
and other reports with the SEC, including copies of its annual report and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Company is required to file with the SEC pursuant to Section 13 or section 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 continue to provide the Trustee with reports containing substantially the
same information as would have been required to be filed with the SEC had the
Company continued to have been subject to such reporting requirements. In such
event, such reports shall be provided at the times the Company would have been
required to provide reports had it continued to have been subject to such
reporting requirements. The Company also shall comply with the other provisions
of Section 314(a) of the TIA. 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 conclusively on Officers' Certificates).

     (b) For so long as any Initial Notes remain outstanding, the Company shall
furnish to the Holders and to Initial Notes analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

     Section 4.04. Compliance Certificate. (a) The Company will deliver to the
Trustee on or before 120 days after the end of each fiscal year of the Company,
commencing with the first fiscal year ending after the date hereof, so long as
Notes are outstanding hereunder, an Officers' Certificate stating that, in the
course of the performance by the signers of their duties as officers of the
Company, they would normally have knowledge of any Default or Event of Default
by the Company in the performance of any covenants contained herein,

                                       25

<PAGE>

stating whether or not they have knowledge of any such Default or Event of
Default, the nature thereof and the action, if any, the Company intends to
undertake as a result of such Default.

     (b) The Company shall, so long as any of the Notes are outstanding, deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

                                    ARTICLE 5
                                   Successors

     Section 5.01. When the Company May Merge, Consolidate or Transfer Assets.
The Company shall not merge or consolidate with or into any other Person and the
Company shall not sell, lease or convey, in a single transaction or in a series
of transactions, all or substantially all of its assets to any Person, unless
(1) the Company is the continuing corporation, or the successor corporation or
the Person that acquires all or substantially all of the Company's assets is a
corporation organized and existing under the laws of the United States or a
state thereof or the District of Columbia and expressly assumes all the
Company's obligations under the Notes and this Indenture or assumes such
obligations as a matter of law, (2) the Company delivers or causes to be
delivered to the Trustee an Officers' Certificate and Opinion of Counsel each
stating that the merger, consolidation, sale, lease or conveyance complies with
this Indenture.

     Section 5.02. Successor Corporation Substituted. Upon any consolidation or
merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, conveyance or other disposition is made shall succeed to,
and be substituted for (so that from and after the date of such consolidation,
merger, sale, conveyance or other disposition, the provisions of this Indenture
referring to the "Company" shall refer instead to the successor corporation and
not to the Company), and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and, thereupon, the Company shall be relieved of
any further liability or obligation hereunder or under the Notes.

                                       26

<PAGE>

                                    ARTICLE 6
                              Defaults and Remedies

     Section 6.01. Defaults and Events of Default. (a) any of the following
events shall constitute an "Event of Default" hereunder:

          (i) a court having jurisdiction in the premises shall enter a decree
     or order for relief in respect of the Company or a Material Subsidiary in
     an involuntary case or proceeding under any applicable bankruptcy,
     insolvency, reorganization or other similar law now or hereafter in effect,
     or a decree or order adjudging the Company or a Material Subsidiary a
     bankrupt or insolvent, or approving as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition of or in respect of
     the Company or a Material Subsidiary under any applicable federal or state
     law, or appointing a receiver, liquidator, assignee, custodian, trustee,
     sequestrator or similar official of the Company or a Material Subsidiary or
     ordering the winding up or liquidation of its affairs, shall have been
     entered, and such decree or order shall remain unstayed and in effect for a
     period of 90 consecutive days; or

          (ii) the Company or a Material Subsidiary shall commence a voluntary
     case or proceeding under any applicable federal or state bankruptcy,
     insolvency, reorganization or other similar law now or hereafter in effect
     or any other case or proceeding to be adjudicated a bankrupt or insolvent,
     or consent to the entry of a decree or order for relief in an involuntary
     case or proceeding under any such law, or to the commencement of any
     bankruptcy or insolvency case or proceeding against the Company or a
     Material Subsidiary, or the filing by the Company or a Material Subsidiary
     of a petition or answer to consent seeking reorganization or relief under
     any such applicable federal or state law, or the consent by the Company or
     a Material Subsidiary to the filing of such petition or to the appointment
     of or the taking possession by a custodian, receiver, liquidator, assignee,
     trustee, sequestrator or other similar official of the Company or a
     Material Subsidiary, or the making by the Company or a Material Subsidiary
     of an assignment for the benefit of creditors, or the taking of action by
     the Company or a Material Subsidiary in furtherance of any such action.

     (b) any of the following events shall be a "Default" hereunder:

          (i) an Event of Default specified in Section 6.01(a); or

          (ii) default in the payment of the principal of or premium, if any, on
     any of the Notes as and when the same shall become due and payable either
     at maturity, by declaration or otherwise; or

                                       27

<PAGE>

          (iii) default in the payment of any installment of interest on or
     Special Interest Premium, if any, on any of the Notes as and when the same
     shall become due and payable, and continuance of such default for a period
     of 30 days; or

          (iv) failure on the part of the Company duly to observe or perform any
     other of the covenants or agreements on the part of the Company in this
     Indenture applicable to the Notes for a period of 60 days after the date on
     which written notice of such failure, specifying such failure and requiring
     the Company to remedy the same and stating that such notice is a "Notice of
     Default" hereunder, shall have been given to the Company by the Trustee, or
     to the Company and the Trustee by the Holders of at least 25% in aggregate
     principal amount of the Notes at the time outstanding.

     Upon becoming aware of any Default or Event of Default, the Company will
deliver to the Trustee a statement specifying such Default or Event of Default
and the action the Company intends or proposes to take with respect to such
Default or Event of Default.

     Section 6.02. Acceleration. If an Event of Default occurs, the principal
of, premium, if any, on, interest accrued on and Special Interest Premium, if
any, on the Notes then outstanding shall become and be immediately due and
payable without any declaration or other act or notice on the part of the
Trustee or any Holder.

     Section 6.03. Other Remedies. If a Default, other than a Default which also
constitutes an Event of Default, occurs and is continuing, the Trustee or the
Holders of not less than 25% in Principal Amount of the outstanding Notes may
seek to enforce the rights of the Holders of the Notes by appropriate judicial
proceeding, at law or in equity, including the collection of any amounts then
due and payable on the Notes.

     Section 6.04. Waiver of Defaults. The Holders of at least a majority in
Principal Amount of the Notes then outstanding may, by written notice to the
Trustee,

     (a) waive an existing Default or an Event of Default with respect to the
Notes, other than a Default as to the payment of principal of, premium, if any,
on, interest on or Special Interest Premium, if any, on the Notes, and

     (b) rescind an acceleration with respect to the Notes and its consequences
if,

          (i) all existing Defaults or Events of Default applicable to the Notes
     (other than the nonpayment of principal of, premium, if any, on, interest
     on and Special Interest Premium, if any, on the Notes that have

                                       28

<PAGE>

     become due solely by that declaration of acceleration) have been cured or
     waived, and

          (ii) the rescission would not conflict with any judgment or decree of
     a court of competent jurisdiction.

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

     Section 6.05. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if

          (i) default is made in the payment of any installment of interest or
     Special Interest Premium, if any, on any of the Notes as and when the same
     shall become due and payable, and such default continues for a period of 30
     days; or

          (ii) default is made in the payment of the principal of or premium, if
     any, on any of the Notes as and when the same shall become due and payable
     either at maturity, by declaration or otherwise;

the Company will, upon demand of the Trustee, pay or deliver to it, for the
benefit of the Holder of any such Note, the whole amount or other property then
due and payable or deliverable on any such Note for principal of, premium, if
any, on, interest on and the Special Interest Premium, if any, on any such Note
and, in addition thereto, such further amount as shall be sufficient to cover
the reasonable costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 7.07.

     If the Company fails to pay or deliver such amounts and/or other property
forthwith upon such demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of the
sums or other property so due and unpaid or not delivered, and may prosecute
such proceeding to judgment of final decree, and may enforce the same against
the Company or any other obligor upon such Notes and collect the moneys or other
property adjudged or decreed to be payable or deliverable in the manner provided
by law out of the property of the Company or other obligor upon such Notes,
wherever situated.

     Section 6.06. Control by Holder of Notes. Subject to Section 6.02, Holders
of at least 25% in Principal Amount of the then outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it.

                                       29

<PAGE>

However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines may be unduly prejudicial to
the rights of other Holders of Notes or that may involve the Trustee in personal
liability. The Trustee may take any other action consistent with this Indenture
relating to any such direction.

     Section 6.07. Limitation on Suits. A Holder of a Note may pursue a remedy
with respect to this Indenture or the Notes only if:

     (a) the Holder of a Note gives to the Trustee written notice of a
continuing Default;

     (b) the Holders of at least 25% in Principal Amount of the then outstanding
Notes make a written request to the Trustee to pursue the remedy;

     (c) such Holder or Holders offer and, if requested, provide to the Trustee
security and indemnity satisfactory to the Trustee against any loss, liability
or expense;

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

     (e) the Holders of a majority in Principal Amount of the then outstanding
Notes do not give the Trustee a direction inconsistent with the request.

Notwithstanding the foregoing, any Holder of a Note has the absolute right to
institute suit for any defaulted payment after the due date for such payment.

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

     Section 6.08. Rights of Holders of Notes to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Note to receive payment of principal of, premium, if any, on, interest on
and Special Interest Premium, if any, on the Notes, on or after the respective
due dates expressed in the Note (or in the case of redemption, on the Redemption
Date), 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 such
Holder.

     Section 6.09. Collection Suit by Trustee. If an Event of Default occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal, premium, if any, interest and Special Interest Premium, if any,
remaining unpaid on the Notes and interest on overdue principal and, to the
extent

                                       30

<PAGE>

lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation, fees,
expenses, disbursements and advances of the Trustee, its agents and counsel.

     Section 6.10 . Trustee May File Proofs of Claim. The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, fees, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders of the Notes allowed in any
judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the compensation,
fees, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under or in connection with this
Indenture. To the extent that the payment of any such compensation, fees,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under or in connection with this Indenture out
of the estate in any such proceeding shall be denied for any reason, payment of
the same shall be secured by a perfected, first priority Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise, and such Lien in favor of a predecessor Trustee shall be senior to
the Lien in favor of the current Trustee. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 6.11. Priorities. If the Trustee collects any money or other
property pursuant to this Article 6, it shall, subject to the subordination
provisions hereof, be applied in the following order:

     First: to the Trustee (including any predecessor Trustee), its agents and
attorneys for amounts due under Section 7.07 hereof, including payment of all
compensation, fees, expenses and liabilities incurred, and all advances made, by
the Trustee and the costs and expenses of collection;

     Second: subject to the rights of the holders of Senior Indebtedness, to
Holders of Notes for amounts due and unpaid on the Notes for principal, premium,
if any, interest and Special Interest Premium, if any, ratably, without
preference or priority of any kind, according to the amounts due and payable on

                                       31

<PAGE>

the Notes for principal, premium, if any, interest and Special Interest Premium,
if any, respectively; and

     Third: to the Company or to such party as a court of competent jurisdiction
shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

     Section 6.12. Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as a 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 does not apply to a suit by the
Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit
by Holders of more than 10% in Principal Amount of the then outstanding Notes.

     Section 6.13. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any
Default shall impair any such right or remedy or constitute a waiver of any such
Default or an acquiescence therein. Every right and remedy given by this Article
6 or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as
the case may be.

                                    ARTICLE 7
                                     Trustee

     Section 7.01. 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 its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's 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
     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

                                       32

<PAGE>

          (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 verify the accuracy of the contents thereof.

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

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section;

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

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05 or 6.06 hereof.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), (c), (e) and (f) of this Section.

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of the rights or powers vested in it by the Indenture
at the request or direction of any of the Holders, unless such Holders have
offered to the Trustee reasonable security or indemnity against the costs,
expenses or liabilities that might be incurred by it in compliance with such
request or direction.

     (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 law.

     Section 7.02. Rights of Trustee. (a) The Trustee may conclusively rely upon
any document 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, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company
personally or by agent or attorney.

                                       33

<PAGE>

     (b) Whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may rely upon an Officers' Certificate, an Opinion of
Counsel or both. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such Officers' Certificate or Opinion
of Counsel. The Trustee may consult with counsel, and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted by
it hereunder in good faith and in reliance thereon.

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

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

     (f) No permissive right of the Trustee to act hereunder shall be construed
as a duty.

     Section 7.03. Individual Rights of Trustee. The Trustee, in its individual
or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with the Company or any Affiliate of the Company with the same
rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

     Section 7.04. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this
Indenture, the Notes or the Registration Rights Agreement; it shall not be
accountable for the Company's use of the proceeds from the Notes 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 other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

                                       34

<PAGE>

     Section 7.05. Notice of Defaults. If a Default or Event of Default occurs
and is continuing and if the Trustee receives written notice thereof, the
Trustee shall (at the expense of the Company) mail to Holders of Notes a notice
of the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default in payment of principal of, premium, if any, on, interest on
or Special Interest Premium, if any, on any Note, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes. For purposes of this Indenture, the Trustee shall not be deemed to have
received notice of any Default (except a Default in payment of principal of,
premium, if any, on, interest on or Special Interest Premium, if any, on any
Note) unless a Responsible Officer of the Trustee has received actual notice of
such Default.

     Section 7.06. Reports by Trustee to Holders. Within 60 days after each May
15 beginning with the May 15 following the date of this Indenture, and for so
long as Notes remain outstanding, the Trustee shall (at the expense of the
Company) mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with Section 313(a) of the TIA (but if no event
described in Section 313(a) of the TIA has occurred within the twelve months
preceding the reporting date, no report need be transmitted) . The Trustee also
shall comply with Section 313(b)(2) of the TIA, to the extent applicable. The
Trustee shall also transmit by mail all reports as required by Section 313(c) of
the TIA.

     A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed in accordance with Section 313(d) of the TIA. The
Company shall promptly notify the Trustee when the Notes are listed on any stock
exchange and thereafter shall promptly file all reports with the SEC and such
stock exchange as are required to be filed by the rules and regulations of the
SEC and of such stock exchange.

     Section 7.07. Compensation and Indemnity. The Company agrees to pay to the
Trustee from time to time compensation as agreed upon by the Trustee and the
Company, and, in the absence of any such agreement, reasonable compensation for
its acceptance of this Indenture and services hereunder. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee promptly upon request for
all reasonable expenses, disbursements and advances incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
compensation, disbursements and expenses of the Trustee's agents and reasonable
fees and expenses of counsel. The Company shall indemnify the Trustee against
any and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company or any Holder or any other Person) or liability

                                       35

<PAGE>

in connection with, relating to, or arising out of (i) the exercise or
performance of any of its powers or duties hereunder, or in connection herewith,
and (ii) the validity, invalidity, adequacy or inadequacy of this Indenture or
the Notes, except to the extent any such loss, liability or expense may be
attributable to its negligence or willful misconduct. The Trustee shall notify
the Company promptly of any claim for which it intends to 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.

     The obligations of the Company to the Trustee under this Indenture shall
survive the resignation or removal of the Trustee and the satisfaction and
discharge of this Indenture.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a mortgage, pledge, lien, charge, security interest or encumbrance
(each, a "Lien") prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     The Trustee shall comply with the provisions of Section 313(b)(2) of the
TIA to the extent applicable.

     Section 7.08. Replacement of Trustee. 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.

     The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of Notes of a
majority in Principal Amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
by a Board Resolution remove the Trustee if:

     (a) the Trustee fails to comply with Section 7.10 hereof;

     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

                                       36

<PAGE>

     (c) a custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in Principal Amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

     If the Trustee, after receiving a written request to resign by any Holder
of a Note who has been a bona fide Holder of a Note for at least six months,
fails to comply with Section 7.10, such Holder of a Note may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.

     A successor Trustee shall 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 the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders of the Notes. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

     Section 7.09. Successor Trustee By Merger, Etc. If the Trustee or any Agent
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 or Agent, as the case may
be.

     Section 7.10. Eligibility; Disqualification. There shall at all times be a
Trustee hereunder that is a corporation organized and doing business under the
laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and that together
with its direct parent, if any, or in the case of a corporation included in a
bank holding company system, its related bank holding company, has a combined
capital and surplus of at least $50 million as set forth in its most recent
published annual report of condition. This Indenture shall always have a Trustee
who satisfies the

                                       37

<PAGE>

requirements of Section 310(a) (1), (2) and (5) of the TIA. The Trustee is
subject to Section 310(b) of the TIA.

     Section 7.11. Preferential Collection of Claims Against Company. The
Trustee is subject to Section 311(a) of the TIA, excluding any creditor
relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or
been removed shall be subject to Section 311(a) of the TIA to the extent
indicated therein.

     Section 7.12. Other Capacities. All references in this Indenture to the
Trustee shall be deemed to refer to the Trustee in its capacity as Trustee and
in its capacities as any Agent, to the extent acting in such capacities, and
every provision of this Indenture relating to the conduct or affecting the
liability or offering protection, immunity or indemnity to the Trustee shall be
deemed to apply with the same force and effect to the Trustee acting in its
capacity as any Agent.

                                   ARTICLE 8
                    Legal Defeasance and Covenant Defeasance

     Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The
Company may, at its option and at any time, elect to have either Section 8.02 or
8.03 hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8.

     Section 8.02. Legal Defeasance and Discharge. Upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.02, the
Company shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be deemed to have been discharged from its obligations with
respect to all outstanding Notes (hereinafter, "Legal Defeasance"). For this
purpose, Legal Defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by the outstanding Notes,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in (a)
and (b) below, and to have satisfied all its other obligations under such Notes
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, on and interest on such Notes when such payments are due, (b) the rights of
the Holders of outstanding Notes to receive payments in respect of the Special
Interest Premium, if any, as provided under this Indenture when such payments
are due, (c) the Company's obligations with respect to such Notes under Article
2 and Section 4.04 hereof, (d) the rights, powers, trusts, duties and immunities
of the Trustee

                                       38

<PAGE>

and any Agent hereunder and the Company's obligations in connection therewith,
including, without limitation, Article 7 and Section 8.05 and 8.07 hereunder,
and (e) this Article 8. Subject to compliance with this Article 8, the Company
may exercise its option under this Section 8.02 notwithstanding the prior
exercise of its option under Section 8.03 hereof.

     Section 8.03. Covenant Defeasance. Upon the Company's exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, the Company
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants contained in
Sections 4.03 and 4.04 hereof, under Section 6.01(b)(iv) hereof with respect to
such covenants, and under Section 6.01(a) hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Company's exercise under Section 8.01 hereof of
the option applicable to this Section 8.03 hereof, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(i) and (ii)
hereof shall not constitute Events of Default.

     Section 8.04. Conditions to Legal or Covenant Defeasance. The following
shall be the conditions to the application of either Section 8.02 or 8.03 hereof
to the outstanding Notes.

     In order to exercise either Legal Defeasance or Covenant Defeasance:

     (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders of the Notes, cash in United States dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any, on and
interest on the outstanding Notes on the stated maturity or on the applicable
Redemption Date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular Redemption Date;

                                       39

<PAGE>

     (b) in the case of an election under Section 8.02 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

     (c) the Company shall have delivered to the Trustee an Opinion of Counsel
in the United States reasonably acceptable to the Trustee confirming that, among
other things, the defeasance trust does not constitute an "investment company"
within the meaning of the Investment Company Act of 1940, as amended;

     (d) in the case of an election under Section 8.03 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that, subject to customary
assumptions and exclusions, the Holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of
such Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

     (e) the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that (subject to customary qualifications and assumptions) after
the 123rd day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally;

     (f) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit or, insofar as Sections 6.01(e) or 6.01(f) hereof are
concerned, at any time in the period ending on the 123rd day after the date of
deposit;

     (g) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

     (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that, subject to customary

                                       40

<PAGE>

assumptions and exclusions, all conditions precedent provided for or relating to
the Legal Defeasance or the Covenant Defeasance have been complied with;

     (i) the Trustee shall have received such other documents, assurances and
Opinions of Counsel as the Trustee shall have reasonably required;

     (j) no event or condition shall exist that, pursuant to the provisions of
Article 10, would prevent the Company from making payment of principal of,
premium, if any, on, interest on and the Special Interest Premium, if any, on
the Notes on the date of such deposit or at any time on or prior to the 90th day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until such 90th day shall have ended); and

     (k) the Company has delivered to the Trustee an Opinion of Counsel to the
effect that (x) the trust funds deposited pursuant to this Section 8.04 will not
be subject to any rights of Holders of Senior Indebtedness, including those
arising under Article 10, and (y) after the 90th day following the deposit, the
trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally, except that if a court were to rule under any such law in any case or
proceeding that the trust funds remained property of the Company, no opinion is
given as to the effect of such laws on the trust funds except the following: (A)
assuming such trust funds remained in the possession of the trustee with whom
such funds were deposited prior to such court ruling to the extent not paid to
holders of such Notes, such trustee would 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, (B) such Holders would be entitled to
receive adequate protection of their interests in such trust funds if such trust
funds were used and (C) no property, rights in property or other interests
granted to such trustee (or the Trustee) or such holders in exchange for or with
respect to any such funds would be subject to any prior rights of holders of
Senior Indebtedness, including those arising under Article 10.

     Section 8.05. Deposited Money and Government Securities to be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money
and non-callable Government Securities (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent), to the Holders of such Notes of all sums due and to
become due thereon in respect of principal of, premium, if any, on, interest on
and the Special Interest Premium, if any, but such money need not be segregated
from other funds except to the extent required by law. Moneys so held in trust
shall not be subject to the provisions of Article 10, provided that the
applicable conditions of Section 8.04 have been satisfied.

                                       41

<PAGE>

     The Company agrees to pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the written request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

     Section 8.06. Repayment to Company. Any money deposited with the Trustee or
any Paying Agent, or then held by the Company in trust for the payment of the
principal of, premium, if any, on or interest on any Note and remaining
unclaimed for two years after such principal, premium, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Note shall thereafter, as a creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once in the New York Times and the Wall Street
Journal (national edition), notice that such money remains unclaimed and that
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

     Section 8.07. Reinstatement. If the Trustee or Paying Agent is unable to
apply any United States dollars or non-callable Government Securities in
accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted by such court or
governmental authority to apply all such money in accordance with Section 8.02
or 8.03 hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium, if any, on or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.

                                       42

<PAGE>

                                   ARTICLE 9
                        Amendment, Supplement and Waiver

     Section 9.01. Without Consent of Holders of Notes. Notwithstanding Section
9.02 of this Indenture, the Company and the Trustee may amend or supplement this
Indenture or the Notes without the consent of any Holder of a Note:

     (a) to cure any ambiguity, defect or inconsistency;

     (b) to provide for uncertificated Notes in addition to or in place of
Certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not adversely affect any Holder;

     (c) to provide for the assumption of the Company's obligations to the
Holders of the Notes by a successor to the Company pursuant to Article 5 hereof;

     (d) to make any change that would provide any additional rights or benefits
to the Holders of the Notes;

     (e) to make any change that is not inconsistent with this Indenture and
does not adversely affect the legal rights hereunder of any Holder of the Notes;
or

     (f) to comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA.

     Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06
hereof, the Trustee shall join with the Company in the execution of any amended
or supplemental Indenture authorized or permitted by the terms of this Indenture
and make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

     Section 9.02. With Consent of Holders of Notes. Except as provided below in
this Section 9.02, the Company and the Trustee may amend or supplement this
Indenture and the Notes with the consent of the Holders of at least a majority
in Principal Amount of the Notes then outstanding voting as a single class
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for the Notes), and, subject to Sections
6.04, 6.06 and 6.07 hereof, any existing Default or Event of Default (other than
a Default or Event of Default in the payment of the principal of, premium, if
any, on, interest on or Special Interest Premium, if any, on the Notes, except a
payment default resulting from an acceleration that has been rescinded) may be
waived with the consent of the Holders of a majority in Principal Amount

                                       43

<PAGE>

of the then outstanding Notes voting as a single class (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes). Section 2.08 hereof shall determine which Notes are considered
to be "outstanding" for purposes of this Section 9.02.

     Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Sections 7.02 and 9.06 hereof, the Trustee shall join
with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may, but shall not be obligated to, enter into such amended or
supplemental Indenture.

     It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver.

     Subject to Sections 6.04, 6.06 and 6.07 hereof, the Holders of a majority
in aggregate Principal Amount of the Notes then outstanding voting as a single
class may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Notes. However, without the consent of each
Holder affected, an amendment or waiver under this Section 9.02 may not (with
respect to any Notes held by a non-consenting Holder)

     (a) change the stated maturity of the principal of, interest on or Special
Interest Premium, if any, on any Note;

     (b) reduce the Principal Amount of, reduce the rate of, or extend or change
the time for payment of interest on, any Note;

     (c) change the place or currency of payment of principal of, premium, if
any, on, interest on or Special Interest Premium, if any, on any Note;

     (d) reduce any amount payable upon the redemption of any Note;

     (e) impair the right to institute suit for the enforcement of any payment
on or with respect to any Note;

                                       44

<PAGE>

     (f) reduce the percentage in Principal Amount of outstanding Notes the
consent of whose Holders is required for modification or amendment of this
Indenture;

     (g) make any change relating to the subordination of the Notes in a manner
adverse to the Holders of the Notes, or in any manner adverse to the holders of
Senior Indebtedness unless the holders of Senior Indebtedness consent to such
change;

     (h) reduce the percentage in Principal Amount of outstanding Notes
necessary for waiver of compliance with certain provisions of this Indenture or
for waiver of certain Defaults; or

     (i) modify such provisions with respect to modification and waiver.

     Section 9.03. Compliance With Trust Indenture Act. Every amendment or
supplement to this Indenture or the Notes shall be set forth in an amended or
supplemental Indenture that complies with the TIA as then in effect.

     Section 9.04. Revocation and Effect of Consents. Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder's Note,
even if notation of the consent is not made on any Note. However, any such
Holder or subsequent Holder may revoke the consent as to its Note if the Trustee
receives written notice of revocation before the date the waiver, supplement or
amendment becomes effective. An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.

     Section 9.05. Notation on or Exchange of Notes. The Trustee may place an
appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The Company in exchange for all Notes may issue and
the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver. Failure to make the
appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.

     Section 9.06. Trustee to Sign Amendments, Etc. The Trustee shall sign any
amended or supplemental Indenture authorized pursuant to this Article 9 if the
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture until the Board of Directors approves it. In executing
any amended or supplemental Indenture, the Trustee shall be entitled to receive
and (subject to Section 7.01 hereof) shall be fully protected in relying upon,
in addition to the documents required by Section 10.04 hereof, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such amended
or supplemental Indenture is authorized or permitted by this Indenture.

                                       45

<PAGE>

                                   ARTICLE 10
                           Subordination of Securities

     Section 10.01. Agreement to Subordinate. The Company covenants and agrees,
and each Holder of Notes issued hereunder by his acceptance thereof likewise
covenants and agrees, that all Notes issued hereunder shall be issued subject to
the provisions of this Article 10; and each Person holding any Note, whether
upon original issue or upon transfer, assignment or exchange thereof, accepts
and agrees to be bound by such provisions. The provisions of this Article 10 are
made for the benefit of the holders of Senior Indebtedness, and such holders
shall, at any time, be entitled to enforce such provisions against the Company
or any Holders of Notes.

     All Notes issued hereunder shall, to the extent and in the manner
hereinafter in this Article 10 set forth, be subordinate and junior in right of
payment to the prior payment in full of all Senior Indebtedness.

     Section 10.02. Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Notes. (a) Upon any distribution of assets of the Company upon
any dissolution, winding up, liquidation or reorganization of the Company,
whether in bankruptcy, insolvency, reorganization or receivership proceedings or
upon an assignment for the benefit of creditors or any other marshalling of the
assets and liabilities of the Company or otherwise (subject to the power of a
court of competent jurisdiction to make other equitable provision reflecting the
rights conferred in this Indenture upon the Senior Indebtedness and the holders
thereof with respect to the Notes and the Holders thereof by a lawful plan of
reorganization under applicable bankruptcy law):

          (i) the holders of all Senior Indebtedness shall first be entitled to
     receive payment or delivery in full in accordance with the terms of such
     Senior Indebtedness of the principal thereof, premium, if any, and interest
     due thereon (including interest accruing subsequent to the commencement of
     any proceeding for the bankruptcy or reorganization of the Company under
     any applicable bankruptcy, insolvency, reorganization or similar law now or
     hereafter in effect) before the Holders of the Notes are entitled to
     receive any payment or delivery upon the principal of, premium, if any, on,
     interest on and the Special Interest Premium, if any, on the Notes;

          (ii) any payment or distribution of assets of the Company of any kind
     or character, whether in cash, property or securities, to which the Holders
     of the Notes or the Trustee would be entitled except for the provisions of
     this Article 10, including any such payment or distribution which may be
     payable or deliverable by reason of the payment of any other indebtedness
     of the Company being subordinated to the payment of the Notes, shall be
     paid by the liquidating trustee or agent or other person making such
     payment or distribution, whether a trustee in bankruptcy, a receiver or
     liquidating trustee or otherwise, directly to the holders of

                                       46

<PAGE>

     Senior Indebtedness or their representative or representatives or to the
     trustee or trustees under any indenture under which any instruments
     evidencing any of such Senior Indebtedness may have been issued, in
     accordance with the priorities then existing among holders of Senior
     Indebtedness for payment of the aggregate amounts remaining unpaid on
     account of the principal of, premium, if any, and interest due on
     (including interest accruing subsequent to the commencement of any
     proceeding for the bankruptcy or reorganization of the Company under any
     applicable bankruptcy, insolvency, or similar law now or hereafter in
     effect) the Senior Indebtedness held or represented by each, to the extent
     necessary to make payment in full of all Senior Indebtedness remaining
     unpaid, after giving effect to any concurrent payment or distribution to
     the holders of such Senior Indebtedness; it being understood that if the
     Holders of Notes shall fail to file a proper claim in the form required by
     any proceeding referred to in this subparagraph (ii) prior to thirty days
     before the expiration of the time to file such claim or claims, then the
     holders of Senior Indebtedness are hereby authorized to file an appropriate
     claim or claims for and on behalf of the Holders of Notes in the form
     required in any such proceeding; and

          (iii) in the event that, notwithstanding the foregoing, any payment or
     distribution of assets of the Company of any kind or character, whether in
     cash, property or securities, including any such payment or distribution
     which may be payable or deliverable by reason of the payment of any other
     indebtedness of the Company being subordinate to the payment of the Notes,
     shall be received by the Trustee or Holders of the Notes before all Senior
     Indebtedness is paid in full, such payment or distribution shall be held
     for the benefit of and shall be paid over to the holders of such Senior
     Indebtedness or their representative or representatives or to the trustee
     or trustees under any indenture under which any instruments evidencing any
     of such Senior Indebtedness may have been issued, as aforesaid, for
     application to the payment of all Senior Indebtedness remaining unpaid
     until all such Senior Indebtedness shall have been paid in full, after
     giving effect to any concurrent payment or distribution (or provision
     thereof) to the holders of such Senior Indebtedness.

     (b) Subject to the payment in full of all Senior Indebtedness, the Holders
of the Notes shall be subrogated (equally and ratably with the holders of all
indebtedness of the Company which by its express terms is subordinated to
indebtedness of the Company to substantially the same extent as the Notes are
subordinated and is entitled to like rights of subordination) to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to the Senior Indebtedness
until the principal of, premium, if any, on, interest on and the Special
Interest Premium, if any, on the Notes shall be paid in full and no such
payments or distributions to

                                       47

<PAGE>

holders of such Senior Indebtedness to which the Holders of the Notes would be
entitled except for the provisions hereof of cash, property or securities
otherwise distributable to the Senior Indebtedness shall, as between the
Company, its creditors, other than the holders of Senior Indebtedness, and the
Holders of the Notes, be deemed to be a payment by the Company to or on account
of the Senior Indebtedness.

     (c) It is understood that the provisions of this Article 10 are intended
solely for the purpose of defining the relative rights of the Holders of the
Notes, 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 Notes is intended to or shall:

          (i) impair, as between the Company, and the Holders of the Notes, the
     obligation of the Company, which is unconditional and absolute (and which,
     subject to the rights under this Article 10 of the holders of Senior
     Indebtedness, is intended to rank equally with all other general
     obligations of the Company), to pay to the Holders of the Notes the
     principal of, premium, if any, on, interest on (including interest accruing
     subsequent to the commencement of any proceeding for the bankruptcy or
     reorganization of the Company under any applicable bankruptcy, insolvency
     or similar law now or hereafter in effect) and the Special Interest
     Premium, if any, on the Notes as and when the same shall become due and
     payable in accordance with their terms;

          (ii) affect the relative rights of the Holders of the Notes and
     creditors of the Company, other than the holders of the Senior
     Indebtedness;

          (iii) prevent the Trustee or the Holder of any Note from exercising
     all remedies otherwise permitted by applicable law upon Default under this
     Indenture, subject to the rights, if any, under this Article 10 of the
     holders of Senior Indebtedness, in respect of cash, property or securities
     of the Company received upon the exercise of any such remedy; or

          (iv) prevent the application by the Trustee or any Paying Agent of any
     moneys deposited with it hereunder to the payment of or on account of the
     principal of, premium, if any, on, interest on and the Special Interest
     Premium, if any, on the Notes or prevent the receipt by the Trustee or any
     Paying Agent of such moneys, if, prior to the second Business Day prior to
     such deposit, the Trustee or such Paying Agent did not have written notice,
     in accordance with Section 10.06 hereof, of any event prohibiting the
     making of such deposit by the Company and the Trustee shall not be affected
     by any notice which may be received by it on or after such second Business
     Day.

                                       48

<PAGE>

     (d) Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee, subject to the provisions of Section 7.01, and
the Holders of the Notes shall be entitled to rely upon any order or decree of a
court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending or upon a certificate of
the liquidating trustee or agent or other person making any distribution to the
Trustee or to the Holders of the Notes for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 10. In the absence of any such
liquidating trustee, agent or other person or any certification by any such
person, the Trustee shall be entitled to rely upon a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee or
representative on behalf of such holder) as evidence that such Person is a
holder of Senior Indebtedness (or is such a trustee or representative). In the
event that the Trustee determines, in good faith, that further evidence is
required with respect to the right of any Person, as a holder of Senior
Indebtedness, to participate in any payment or distribution pursuant to this
Section, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, as to the extent to which such Person is entitled to
participation in such payment or distribution, and as to other facts pertinent
to the rights of such Person under this Section 10.02, and if such evidence is
not furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

     (e) With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Indenture, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee, however, shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and
shall not be liable to any such holders if it shall mistakenly pay over or
distribute to or on behalf of Holders of Notes or the Company moneys or assets
to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article 10.

     Section 10.03. Payments on Notes Prohibited During Event of Default Under
Senior Indebtedness. In the event and during the continuation of any default in
the payment of principal of, premium, if any, and interest on any Senior
Indebtedness beyond any applicable period of grace, or in the event that any
event of default with respect to any Senior Indebtedness shall have occurred and
be continuing, or would occur as a result of the payment referred to
hereinafter, permitting the holders of such Senior Indebtedness (or a trustee on
behalf of the holders thereof) to accelerate the maturity thereof, then, unless
and until such default or event of default shall have been cured or waived or
shall have ceased to exist, no payment or delivery of principal of, premium, if
any, on, interest on and

                                       49

<PAGE>

the Special Interest Premium, if any, on the Notes or in respect of any
redemption, retirement, purchase or other acquisition of any of the Notes, shall
be made by the Company.

     Section 10.04. Authorization of Holders to Trustee to Effect Subordination.
Each Holder of a Note by his acceptance thereof authorizes and directs the
Trustee in his behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article 10 and appoints the
Trustee his attorney-in-fact for any and all such purposes.

     Section 10.05. Notice to Trustee. Notwithstanding the provisions of this
Article 10 or any other provisions of the Indenture, neither the Trustee nor any
Paying Agent shall be charged with knowledge of the existence of any Senior
Indebtedness or of any event which would prohibit the making of any payment of
moneys to or by the Trustee or such Paying Agent, unless and until a Responsible
Officer of the Trustee assigned to its Corporate Trust Office or such Paying
Agent shall have received written notice thereof from the Company or from the
holder of any Senior Indebtedness or from the representative of any such holder
and prior to receipt of any such written notice the Trustee shall be entitled to
assume that no such indebtedness or event exists; provided, however, that if a
Responsible Officer of the Trustee shall not have received, at least three
Business Days prior to the date upon which by the terms hereof any such money
may become payable for any purpose (including, without limitation, the payment
of the principal of, premium, if any, on, interest on, and the Special Interest
Premium, if any, or the redemption price in respect of any Note), the notice
with respect to such money provided for in this Section 10.06, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purpose
for which such money was received and shall not be affected by any notice to the
contrary which may be received by it within three Business Days prior to such
date. Subject to the provisions of Section 7.01, the Trustee shall be entitled
to conclusively rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee or
agent on behalf of such holder) to establish that such notice has been given by
a holder of Senior Indebtedness (or a trustee or agent on behalf of any such
holder). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 10, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment which it may be required to make for the benefit
of such Person pursuant to the terms of this Indenture pending judicial
determination as to the rights of such Person to receive such payment.

                                       50

<PAGE>

     Section 10.06. Right of Trustee to Hold Senior Indebtedness. The Trustee
shall be entitled to all of the rights set forth in this Article 10 in respect
of any Senior Indebtedness at any time held by it in its individual capacity to
the same extent as any other holder of such Senior Indebtedness, and nothing in
this Indenture shall be construed to deprive the Trustee of any of its rights as
such holder.

     Section 10.07. Article Ten Not to Prevent Defaults or Events of Default.
The failure to make a payment pursuant to the Notes by reason of any provision
in this Article 10 shall not be construed as preventing the occurrence of a
Default or an Event of Default.

     Section 10.08. Trustee Compensation, Etc. Not Prejudiced. Nothing in this
Article shall apply to claims of, or payments to, the Trustee pursuant to
Section 7.07 or to funds held by the Trustee pursuant to Article 8.

                                   Article 11
                                  Miscellaneous

     Section 11.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by Section
318(c) of the TIA, the duties imposed by Section 318(c) of the TIA shall
control.

     Section 11.02. Notices. Any notice or communication by the Company or the
Trustee to the other is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested)
telex, telecopier or overnight air courier guaranteeing next day delivery, to

     the other's address set forth below:

     If to the Company:

          Mercantile Bankshares Corporation
          2 Hopkins Plaza
          Baltimore, Maryland 21201
          Attention:  John L. Unger, Esq.

          and

          Venable Baetjer and Howard, LLP
          Two Hopkins Plaza, Suite 1800
          Baltimore, Maryland 21201
          Attention:  Thomas D. Washburne, Jr., Esq.

     If to the Trustee:

                                       51

<PAGE>

          JPMorgan Chase Bank
          4 New York Plaza, 15th Floor
          New York, New York 10004
          Attention:  Institutional Trust Services

     The Company or the Trustee, by notice to the other, may designate
additional or different addresses for subsequent notices or communications. All
notices and communications (other than those sent to Holders) shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery. Any notice or
communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery to its address shown on the register kept by the Registrar.
Any notice or communication shall also be so mailed to any Person described in
Section 313(c) of the TIA, to the extent required by the TIA. Failure to mail a
notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it,
except for notices or communications to the Trustee, which shall be effective
only upon actual receipt thereof.

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

     Section 11.03. Communication by Holders of Notes With Other Holders of
Notes. Holders may communicate pursuant to Section 312(b) of the TIA with other
Holders with respect to their rights under this Indenture or the Notes. the
Company, the Trustee, the Registrar and anyone else shall have the protection of
Section 312(c) of the TIA.

     Section 11.04. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of such counsel, such action is authorized
or

                                       52

<PAGE>

permitted by this Indenture and that all such conditions precedent and covenants
have been satisfied.

     Section 11.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
Section 314(a)(4) of the TIA) shall comply with the provisions of Section 314(e)
of the TIA and 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 satisfied; and

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

     Section 11.06. Rules by Trustee and Agents. The Trustee may make reasonable
rules for action by or at a meeting of Holders. The Registrar or Paying Agent
may make reasonable rules and set reasonable requirements for its functions.

     Section 11.07. No Personal Liability of Directors, Officers, Employees and
Shareholders. No director, officer, employee, incorporator or stockholder of the
Company, as such, shall have any liability for any obligations of the Company
under the Notes or this Indenture or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes. Such waiver may not be effective to
waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.

     Section 11.08. Governing Law. This Indenture and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New York
without regard to conflict of law principles thereof other than Section 5-1401
of the New York General Obligations Law.

     Section 11.09. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret any other indenture, loan or debt
agreement

                                       53

<PAGE>

of the Company or its Subsidiaries or of any other Person. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

     Section 11.10. Successors. All agreements of the Company in this Indenture
and the Notes shall bind its successors. All agreements of the Trustee in this
Indenture shall bind its successors.

     Section 11.11. Severability. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

     Section 11.12. Counterpart Originals. the parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     Section 11.13. Table of Contents, Headings, Etc. the Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.

                            [Signature page follows.]

                                       54

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Indenture, as of the date first above
written.

                                              MERCANTILE BANKSHARES CORPORATION


                                              By: /S/ TERRY L. TROUPE
                                                  ------------------------------
                                                  Name:  Terry L. Troupe
                                                  Title: Chief Financial Officer


                                              JPMORGAN CHASE BANK, as Trustee


                                              By: /S/ JAMES D. HEANEY
                                                  ------------------------------
                                                  Name:  James D. Heaney
                                                  Title: Vice President

                                       55

<PAGE>

                                                                       EXHIBIT A

                              (Form of Global Note)

                        MERCANTILE BANKSHARES CORPORATION

                        4.625% Subordinated Note due 2013

     THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY ("DTC") OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY
A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON 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 SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF MERCANTILE
BANKSHARES CORPORATION THAT THIS NOTE MAY NOT BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED OTHER THAN (A)(1) TO MERCANTILE BANKSHARES CORPORATION,
(2) IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT, (3) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN

                                       A-1

<PAGE>

RELIANCE ON RULE 144A, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT IS PURCHASING NOTES
IN AN AGGREGATE PRINCIPAL AMOUNT OF AT LEAST $100,000 AND THAT, PRIOR TO SUCH
TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND WARRANTIES RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
NOTE EVIDENCED HEREBY (THE FORM OF LETTER CAN BE OBTAINED FROM THE TRUSTEE OR
TRANSFER AGENT, AS THE CASE MAY BE), (5) IN ACCORDANCE WITH ANOTHER APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL ACCEPTABLE TO MERCANTILE BANKSHARES CORPORATION) OR
(6) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF EACH STATE OF THE UNITED STATES. AN INSTITUTIONAL ACCREDITED
INVESTOR HOLDING THIS NOTE AGREES IT WILL FURNISH TO MERCANTILE BANKSHARES
CORPORATION AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY
REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS NOTE COMPLIES WITH
THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE,
REPRESENTS AND AGREES FOR THE BENEFIT OF MERCANTILE BANKSHARES CORPORATION THAT
IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2)
AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS NOTE FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION.

     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER
AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.

     THE NOTES ARE NOT DEPOSITS OR ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

                                       A-2

<PAGE>

                                                                 CUSIP 587405AA9

                        MERCANTILE BANKSHARES CORPORATION

                        4.625% Subordinated Note due 2013

No. A-1                                                             $300,000,000

     Mercantile Bankshares Corporation promises to pay to Cede & Co. or
registered assigns, the principal sum of three hundred million dollars, as such
sum may be increased or reduced as reflected on the records of the Trustee in
accordance with Section 2.01(b) of the within-mentioned Indenture, on April 15,
2013.

Interest Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1

Dated:

                                              MERCANTILE BANKSHARES CORPORATION


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

This is one of the Notes referred to in
the within-mentioned Indenture:

JPMORGAN CHASE BANK,
   as Trustee


By:
    ------------------------------------
    Authorized Officer

                                       A-3

<PAGE>

                                (Reverse of Note)

                        MERCANTILE BANKSHARES CORPORATION

                        4.625% Subordinated Note due 2013

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. Interest. Mercantile Bankshares Corporation (the "Company"), a Maryland
corporation, promises to pay interest on the Principal Amount of this Note at
4.625% per annum from April 15, 2003 until maturity and shall pay the Special
Interest Premium, if any, payable pursuant to Section 2(e) of the Registration
Rights Agreement referred to below. The Company shall pay interest and Special
Interest Premium, if any, semi-annually on April 15 and October 15 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each, an "Interest Payment Date"). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided further that the first Interest Payment Date shall be October 15, 2003.
The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the then
applicable interest rate, to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Special Interest Premium, if any, (without regard
to any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     2. Method of Payment. The Company will pay interest on the Notes and
Special Interest Premium, if any, to the Persons who are registered Holders of
Notes at the close of business on the April 1 or October 1 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture (as herein defined) with respect to defaulted interest. The
Notes will be payable as to principal, premium, if any, interest and Special
Interest Premium, if any, at the office or agency of the Paying Agent (which may
be the Company), or, at the option of the Company, payment of interest and
Special Interest Premium, if any, may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, and provided that all
payments of principal, premium, if any, interest and Special Interest Premium,
if any, with respect to Notes a Holder of which owns at least $50 million
aggregate Principal Amount of Notes and has given wire transfer instructions to
the Company at least ten Business Days prior to

                                       A-4

<PAGE>

the applicable payment date, will be required to be made by wire transfer of
immediately available funds to the accounts specified by the Holder thereof.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

     3. Paying Agent and Registrar. Initially, JPMorgan Chase Bank, the Trustee
("Trustee") under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

     4. Indenture. The Company issued this Note under an Indenture dated as of
April 15, 2003, as amended or supplemented from time to time ("Indenture"),
between the Company and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the TIA.
The Notes are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.

     5. Subordination. Under the Indenture, the payment of the principal of,
premium, if any, on, interest on and Special Interest Premium, if any, on each
and all of the Notes is subordinated, to the extent and in the manner set forth
in the Indenture, in right of payment or delivery to the prior payment or
satisfaction in full of all Senior Indebtedness.

     Under the Indenture, "Senior Indebtedness" means

     (i) Indebtedness for Money Borrowed (as defined in the Indenture) whether
outstanding on the date of the execution of the Indenture or subsequently
created, assumed or incurred, other than (A) the Notes, (B) any obligation
Ranking Junior to the Notes (as defined in the Indenture) and (C) any obligation
Ranking on a Parity with the Notes (as defined in the Indenture),

     (ii) all obligations of the Company to make payment or delivery pursuant to
the terms of financial instruments such as (A) securities contracts and foreign
currency exchange contracts, (B) derivative instruments, such as swap agreements
(including interest rate and foreign exchange rate swap agreements), cap
agreements, floor agreements, interest rate agreements, commodity contracts or
options, and (C) in the case of both (A) and (B) above, similar financial
instruments or agreements (in each case, other than any such obligation Ranking
on a Parity with the Notes or obligation Ranking Junior to the Notes), and

     (iii) any deferrals, renewals or extensions of any such Senior
Indebtedness.

     6. Optional Redemption. With the prior approval of the Board of Governors
of the Federal Reserve System, the Notes may be redeemed at any time at the
option of the Company, in whole or in part, upon not less than 30 nor more

                                       A-5

<PAGE>

than 60 days' notice, at a price equal to the greater of (i) 100% of the
Principal Amount of Notes being redeemed, or (ii) the sum of the present values
of the Remaining Scheduled Payments of principal and interest on the Notes being
redeemed discounted to the date of redemption on a semiannual basis, (assuming a
360-day year of twelve 30-day months) at a rate equal to the Treasury Rate plus
15 basis points, plus in either case, accrued and unpaid interest and Special
Interest Premium, if any, on the Principal Amount of Notes being redeemed to the
Redemption Date.

     7. Notice of Redemption. Notice of redemption will be mailed, by first
class mail, at least 30 days but not more than 60 days before the Redemption
Date to each Holder whose Notes are to be redeemed at its registered address.
Notes in denominations larger than $1,000 may be redeemed in part but only in
whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. on and after the Redemption Date, interest ceases to accrue on Notes
or portions thereof called for redemption, if the Company has deposited with the
Trustee or with the Paying Agent, one Business Day prior the Redemption Date,
money sufficient to pay the redemption price of and accrued interest on all
Notes to be redeemed on that date.

     8. Denominations, Transfer and Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples thereof. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company or the Trustee may require a Holder to pay any taxes and fees required
by law or permitted by the Indenture. The Company and the Registrar need not
exchange or register the transfer of any Note selected for redemption, in whole
or in part, except for the unredeemed portion of any Note being redeemed in
part. The Company need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the next succeeding Interest Payment Date.

     9. Persons Deemed Owners. The registered Holder of a Note may be treated as
its owner for all purposes.

     10. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in Principal Amount of the then outstanding Notes
voting as a single class, and, subject to Sections 6.04, 6.07 and 6.08 of the
Indenture, any existing Default or Event of Default (other than a Default or
Event of Default in the payment of the principal of, premium, if any, on,
interest on or Special Interest Premium, if any, on the Notes, except a payment
default resulting from an acceleration that has been rescinded) may be waived by
the Holders of at least a majority in Principal Amount of Notes then outstanding
voting as a single class. Subject to Sections 6.04, 6.07 and 6.08 of the
Indenture, compliance with any provision of the Indenture or the Notes may be
waived with the consent of the

                                       A-6

<PAGE>

Holders of a majority in Principal Amount of the then outstanding Notes voting
as a single class. Without the consent of any Holder of a Note, the Indenture or
the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency; to provide for uncertificated Notes in addition to or in place of
Certificated Notes or to alter the provisions of Article 2 of the Indenture
(including the related definitions) in a manner that does not adversely affect
any Holder; to provide for the assumption of the Company's obligations to the
Holders of the Notes by a successor to the Company pursuant to Article 5 of the
Indenture; to make any change that would provide any additional rights or
benefits to the Holders of the Notes; to make any change that is not
inconsistent with the Indenture and does not adversely affect the legal rights
under the Indenture of any Holder of Notes; or to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA.

     11. Defaults and Remedies. (a) Any of the following events shall constitute
an "Event of Default" hereunder:

          (i) a court having jurisdiction in the premises shall enter a decree
     or order for relief in respect of the Company or a Material Subsidiary in
     an involuntary case or proceeding under any applicable bankruptcy,
     insolvency, reorganization or other similar law now or hereafter in effect,
     or a decree or order adjudging the Company or a Material Subsidiary a
     bankrupt or insolvent, or approving as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition of or in respect of
     the Company or a Material Subsidiary under any applicable federal or state
     law, or appointing a receiver, liquidator, assignee, custodian, trustee,
     sequestrator or similar official of the Company or a Material Subsidiary or
     ordering the winding up or liquidation of its affairs, shall have been
     entered, and such decree or order shall remain unstayed and in effect for a
     period of 90 consecutive days; or

          (ii) the Company or a Material Subsidiary shall commence a voluntary
     case or proceeding under any applicable federal or state bankruptcy,
     insolvency, reorganization or other similar law now or hereafter in effect
     or any other case or proceeding to be adjudicated a bankrupt or insolvent,
     or consent to the entry of a decree or order for relief in an involuntary
     case or proceeding under any such law, or to the commencement of any
     bankruptcy or insolvency case or proceeding against the Company or a
     Material Subsidiary, or the filing by the Company or a Material Subsidiary
     of a petition or answer to consent seeking reorganization or relief under
     any such applicable federal or state law, or the consent by the Company or
     a Material Subsidiary to the filing of such petition or to the appointment
     of or the taking possession by a custodian, receiver, liquidator, assignee,
     trustee, sequestrator or other similar official of the Company or a
     Material Subsidiary, or the making by the Company or a Material Subsidiary
     of an assignment for the benefit of

                                       A-7

<PAGE>

     creditors, or the taking of action by the Company or a Material Subsidiary
     in furtherance of any such action.

     (b) Any of the following events shall be a "Default" hereunder:

          (i) an Event of Default; or

          (ii) default in the payment of the principal of or premium, if any, on
     any of the Notes as and when the same shall become due and payable either
     at maturity, by declaration or otherwise; or

          (iii) default in the payment of any installment of interest on or
     Special Interest Premium, if any, on any of the Notes as and when the same
     shall become due and payable, and continuance of such default for a period
     of 30 days; or

          (iv) failure on the part of the Company duly to observe or perform any
     other of the covenants or agreements on the part of the Company in this
     Indenture applicable to the Notes for a period of 60 days after the date on
     which a Notice of Default shall have been given to the Company by the
     Trustee, or to the Company and the Trustee by the Holders of at least 25%
     in aggregate principal amount of the Notes at the time outstanding.

     If an Event of Default as defined in the Indenture occurs, the principal,
premium, if any, accrued and unpaid interest on and Special Interest Premium, if
any, the Notes then outstanding shall be immediately due and payable without any
declaration or other act or notice on the part of the Trustee or any Holder in
the manner and with the effect provided in the Indenture. The principal of the
Notes may not be declared due and payable upon a Default, other than a Default
that is also an Event of Default.

     Holders may not enforce the indenture or the Notes except as provided in
the Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
at least a 25% in principal amount of the Notes then outstanding may direct the
Trustee in its exercise of any trust or power.

     12. Trustee Dealings With Company. The Trustee, in its individual or any
other capacity, may become the owner or pledgee of Notes and may otherwise deal
with the Company or any Affiliate of the Company with the same rights it would
have if it were not the Trustee.

     13. No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Company, as such, shall have any liability
for any obligations of the Company under the Notes, the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each

                                       A-8

<PAGE>

Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes. Such
waiver may not be effective to waive liabilities under the federal securities
laws and it is the view of the SEC that such a waiver is against public policy.

     14. Authentication. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     15. Abbreviations. Customary abbreviations may be used in the name of a
Holder 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).

     16. Additional Rights of Holders of Restricted Global Notes and Restricted
Certificated Notes. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Certificated
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of April 15, 2003, among the Company and the Initial Purchasers named
therein (the "Registration Rights Agreement")

     17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     18. Available Information. The Company will furnish to any Holder upon
written request and without charge a copy of the Indenture and/or the
Registration Rights Agreement. Requests may be made to:

          Mercantile Bankshares Corporation
          Two Hopkins Plaza
          Baltimore, Maryland 21201
          Attention: General Counsel

     19. Counterparts. This Note may be executed by one or more of the parties
to this Note on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

                                       A-9

<PAGE>

                                 Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
             -------------------------------------------------------------------
               (Insert assignee's Social Security or Tax Identification number)

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

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

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

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

and irrevocably appoint                                    to transfer this Note
                        ----------------------------------
on the books of the Company. the agent may substitute another to act for him.

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

Date:
      -----------------------


                                       Your signature:
                                                      --------------------------
                                       (Sign exactly as your name appears on
                                       the face of this Note)

                                       Tax Identification No.:
                                                              ------------------

                                       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-10

<PAGE>

                                                                       EXHIBIT B

                        (Form of Certificate of Transfer)

Mercantile Bankshares Corporation
Two Hopkins Plaza
Baltimore, Maryland 21201
Attention: General Counsel

JPMorgan Chase Bank
4 New York Plaza, 15th Floor
New York, New York  10004
Attention: Institutional Trust Services

     Re:   4.625% SUBORDINATED NOTES DUE 2013

     Reference is hereby made to the Indenture, dated as of April 15, 2003 (the
"Indenture"), between Mercantile Bankshares Corporation (the "Company") and
JPMorgan Chase Bank, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

                       (the "Transferor") owns and proposes to transfer the
     -----------------
Note(s) or interest in such Note(s) specified in Annex A hereto (the
"Surrendered Notes"), in the principal amount of $       in such Note(s) or
                                                  ------
interests (the "Transfer"), to            (the "Transferee"), such transfer
                               ----------
complies with the restrictive legend set forth on the face of the Surrendered
Notes for the reason checked below. In connection with the Transfer, the
Transferor hereby certifies that:

     [ ]  A transfer of the Surrendered Notes is made to the Company or any
          subsidiaries; or

     [ ]  The transfer of the Surrendered Notes complies with Rule 144A under
          the U.S. Securities Act of 1933, as amended (the "Securities Act"); or

     [ ]  The transfer of the Surrendered Notes complies with Rule 501(a) (1),
          (2), (3) or (7) of Regulation D under the Securities Act; or

     [ ]  The transfer of the Surrendered Notes is pursuant to an effective
          registration statement under the Securities Act; or

     [ ]  The transfer of the Surrendered Notes is pursuant to another available
          exemption from the registration requirement of the Securities Act.

                                       B-1

<PAGE>

and unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Notes are not being transferred to an "affiliate"
of the Company as defined in Rule 144 under the Securities Act (an "Affiliate").

     [ ]  The transferee is an Affiliate of the Company.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                           [Insert Name of Transferor]


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

                                       B-2