<PAGE>

                                                                    EXHIBIT 4.10

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




                          POPULAR NORTH AMERICA, INC.,
                                    as Issuer

                                       and

                                 POPULAR, INC.,
                                  as Guarantor


                                       to



                          THE BANK OF NEW YORK MELLON,
                                   as Trustee


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

                          JUNIOR SUBORDINATED INDENTURE

                        Dated as of _________ ____, 20__

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



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

<PAGE>



                           POPULAR NORTH AMERICA, INC.

         Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including 318
which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended
by the Trust Reform Act of 1990, are a part of and govern the Indenture whether
or not physically contained therein) and the Junior Subordinated Indenture,
dated as of ___, 20___.

<TABLE>
<CAPTION>
TRUST INDENTURE                                                                                      INDENTURE
ACT SECTION                                                                                           SECTION
---------------                                                                                      ---------

<S>                <C>                                                                                <C>
Section 310        (a) (1), (2) and (5). ............................................................ 6.9
                   (a) (3). ......................................................................... Not Applicable
                   (a) (4). ......................................................................... Not Applicable
                   (b)............................................................................... 6.8
                   .................................................................................. 6.10
                   (c). ............................................................................. Not Applicable
Section 311        (a). ............................................................................. 6.13

                   (b). ............................................................................. 6.13
Section 312        (a). ............................................................................. 7.1

                   .................................................................................. 7.2(a)
                   (b). ............................................................................. 7.2(b)
                   (c). ............................................................................. 7.2(c)
Section 313        (a). ............................................................................. 7.3(a), 7.3(b)

                   (b). ............................................................................. 7.3(a), 7.3(b)
                   (c). ............................................................................. 7.3(a), 7.3(b)
                   (d). ............................................................................. 7.3(c)
Section 314        (a) (1), (2) and (3). ............................................................ 7.4

                   (a) (4). ......................................................................... 10.4
                   (b). ............................................................................. Not Applicable
                   (c) (1). ......................................................................... 1.2
                   (c) (2). ......................................................................... 1.2
                   (c) (3). ......................................................................... Not Applicable
                   (d). ............................................................................. Not Applicable
                   (e). ............................................................................. 1.2
                   (f). ............................................................................. Not Applicable
Section 315        (a). ............................................................................. 6.1(a)

                   (b). ............................................................................. 6.2
                   .................................................................................. 7.3
                   (c). ............................................................................. 6.1(b)
                   (d). ............................................................................. 6.1(c)
                   (d) (1). ......................................................................... 6.1(a)
                   (d) (2). ......................................................................... 6.1(c) (2)
                   (d) (3). ......................................................................... 6.1(c) (3)
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<CAPTION>
TRUST INDENTURE                                                                                      INDENTURE
ACT SECTION                                                                                           SECTION
---------------                                                                                      ---------

<S>                <C>                                                                                <C>

                   (e). ............................................................................. 5.15
Section 316        (a). ............................................................................. 1.1

                   (a) (1) (A). ..................................................................... 5.13
                   (a) (1) (B). ..................................................................... 5.14
                   (a) (2). ......................................................................... Not Applicable
                   (b). ............................................................................. 5.9
                   (c). ............................................................................. 1.4(f)
Section 317        (a) (1). ......................................................................... 5.4

                   (a) (2). ......................................................................... 5.5
                   (b). ............................................................................. 10.3
Section 318        (a). ............................................................................. 1.7



</TABLE>

--------

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



                                      -ii-

<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                             Page
<S>              <C>                                                                         <C>

                                            ARTICLE I

                     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1.     Definitions...................................................................1
SECTION 1.2.     Compliance Certificate and Opinions..........................................10
SECTION 1.3.     Forms of Documents Delivered to Trustee......................................10
SECTION 1.4.     Acts of Holders..............................................................11
SECTION 1.5.     Notices, Etc. to Trustee, Corporation and the Guarantor......................13
SECTION 1.6.     Notice to Holders; Waiver....................................................13
SECTION 1.7.     Conflict with Trust Indenture Act............................................13
SECTION 1.8.     Effect of Headings and Table of Contents.....................................14
SECTION 1.9.     Successors and Assigns.......................................................14
SECTION 1.10.    Separability Clause..........................................................14
SECTION 1.11.    Benefits of Indenture........................................................14
SECTION 1.12.    Governing Law................................................................14
SECTION 1.13.    Non-Business Days............................................................14

                                            ARTICLE II

                                          SECURITY FORMS

SECTION 2.1.     Forms Generally..............................................................14
SECTION 2.2.     Form of Face of Security.....................................................15
SECTION 2.3.     Form of Reverse of Security..................................................18
SECTION 2.4.     Additional Provisions Required in Global Security............................21
SECTION 2.5.     Form of Trustee's Certificate of Authentication..............................21
SECTION 2.6.     Form of Guarantee............................................................22

                                           ARTICLE III

                                          THE SECURITIES

SECTION 3.1.     Title and Terms..............................................................23
SECTION 3.2.     Denominations................................................................24
SECTION 3.3.     Execution, Authentication, Delivery and Dating...............................24
SECTION 3.4.     Temporary Securities.........................................................25
SECTION 3.5.     Global Securities............................................................25
SECTION 3.6.     Registration, Transfer and Exchange Generally................................26
SECTION 3.7.     Mutilated, Destroyed, Lost and Stolen Securities.............................27
SECTION 3.8.     Payment of Interest and Additional Interest; Interest Rights Preserved.......28
SECTION 3.9.     Persons Deemed Owners........................................................29
SECTION 3.10.    Cancellation.................................................................29
SECTION 3.11.    Computation of Interest......................................................30
</TABLE>

                                     -iii-

<PAGE>


<TABLE>
<CAPTION>

<S>              <C>                                                                         <C>
SECTION 3.12.    Deferrals of Interest Payment Dates..........................................30
SECTION 3.13.    Right of Set-Off.............................................................31
SECTION 3.14.    Agreed Tax Treatment.........................................................31
SECTION 3.15.    CUSIP Numbers................................................................31
SECTION 3.16.    Guarantee of Debt Securities.................................................32
SECTION 3.17.    Execution of Guarantees......................................................33

                                            ARTICLE IV

                                    SATISFACTION AND DISCHARGE

SECTION 4.1.     Satisfaction and Discharge of Indenture......................................34
SECTION 4.2.     Application of Trust Money...................................................35

                                            ARTICLE V

                                             REMEDIES

SECTION 5.1.     Debenture Event of Default...................................................35
SECTION 5.2.     Debenture Default............................................................36
SECTION 5.3.     Acceleration of Maturity; Rescission and Annulment...........................36
SECTION 5.4.     Collection of Indebtedness and Suits for Enforcement by Trustee..............37
SECTION 5.5.     Trustee May File Proofs of Claim.............................................38
SECTION 5.6.     Trustee May Enforce Claim Without Possession of Securities...................38
SECTION 5.7.     Application of Money Collected...............................................39
SECTION 5.8.     Limitation on Suits..........................................................39
SECTION 5.9.     Unconditional Right of Holders to Receive Principal, Premium and Interest;
                 Direct Action by Holders of Capital Securities...............................40
SECTION 5.10.    Restoration of Rights and Remedies...........................................40
SECTION 5.11.    Rights and Remedies Cumulative...............................................40
SECTION 5.12.    Delay or Omission Not Waiver.................................................40
SECTION 5.13.    Control by Holders...........................................................41
SECTION 5.14.    Waiver of Past Defaults......................................................41
SECTION 5.15.    Undertaking for Costs........................................................41
SECTION 5.16.    Waiver of Usury, Stay or Extension Laws......................................42

                                            ARTICLE VI

                                           THE TRUSTEE

SECTION 6.1.     Certain Duties and Responsibilities..........................................42
SECTION 6.2.     Notice of Defaults...........................................................43
SECTION 6.3.     Certain Rights of Trustee....................................................43
SECTION 6.4.     Not Responsible for Recitals or Issuance of Securities.......................44
SECTION 6.5.     May Hold Securities..........................................................44
SECTION 6.6.     Money Held in Trust..........................................................44
SECTION 6.7.     Compensation and Reimbursement...............................................44
SECTION 6.8.     Disqualification; Conflicting Interests......................................45
SECTION 6.9.     Corporate Trustee Required; Eligibility......................................45
</TABLE>


                                      -iv-

<PAGE>

<TABLE>
<CAPTION>

<S>              <C>                                                                         <C>

SECTION 6.10.    Resignation and Removal; Appointment of Successor............................46
SECTION 6.11.    Acceptance of Appointment by Successor.......................................47
SECTION 6.12.    Merger, Conversion, Consolidation or Succession to Business..................47
SECTION 6.13.    Preferential Collection of Claims Against Corporation or Guarantor...........48
SECTION 6.14.    Appointment of Authenticating Agent..........................................48

                                           ARTICLE VII

                      HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION

SECTION 7.1.     Corporation to Furnish Trustee Names and Addresses of Holders................49
SECTION 7.2.     Preservation of Information, Communications to Holders.......................49
SECTION 7.3.     Reports by Trustee...........................................................50
SECTION 7.4.     Reports by Corporation.......................................................50

                                           ARTICLE VIII

                       CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1.     Corporation and Guarantor May Consolidate, Etc., Only on Certain Terms.......50
SECTION 8.2.     Successor Corporation Substituted............................................51

                                            ARTICLE IX

                                     SUPPLEMENTAL INDENTURES

SECTION 9.1.     Supplemental Indentures without Consent of Holders...........................52
SECTION 9.2.     Supplemental Indentures with Consent of Holders..............................52
SECTION 9.3.     Execution of Supplemental Indentures.........................................53
SECTION 9.4.     Effect of Supplemental Indentures............................................54
SECTION 9.5.     Conformity with Trust Indenture Act..........................................54
SECTION 9.6.     Reference in Securities to Supplemental Indentures...........................54

                                            ARTICLE X

                                            COVENANTS

SECTION 10.1.    Payment of Principal, Premium and Interest...................................54
SECTION 10.2.    Maintenance of Office or Agency..............................................54
SECTION 10.3.    Money for Security Payments to be Held in Trust..............................55
SECTION 10.4.    Statement as to Compliance...................................................56
SECTION 10.5.    Waiver of Certain Covenants..................................................56
SECTION 10.6.    Additional Sums..............................................................56
SECTION 10.7.    Additional Covenants.........................................................57
</TABLE>


                                      -v-

<PAGE>


<TABLE>
<CAPTION>

<S>              <C>                                                                         <C>

                                            ARTICLE XI

                                     REDEMPTION OF SECURITIES

SECTION 11.1.    Applicability of This Article................................................58
SECTION 11.2.    Election to Redeem; Notice to Trustee........................................58
SECTION 11.3.    Selection of Securities to be Redeemed.......................................58
SECTION 11.4.    Notice of Redemption.........................................................59
SECTION 11.5.    Deposit of Redemption Price..................................................59
SECTION 11.6.    Payment of Securities Called for Redemption..................................60
SECTION 11.7.    Right of Redemption of Securities Initially Issued to an Issuer Trust........60

                                           ARTICLE XII

                                   SUBORDINATION OF SECURITIES

SECTION 12.1.    Securities Subordinate to Senior Debt........................................62
SECTION 12.2.    No Payment When Senior Debt in Default; Payment Over of Proceeds Upon
                 Dissolution, Etc. ...........................................................62
SECTION 12.3.    Payment Permitted If No Default..............................................63
SECTION 12.4.    Subrogation to Rights of Holders of Senior Debt..............................64
SECTION 12.5.    Provisions Solely to Define Relative Rights..................................64
SECTION 12.6.    Trustee to Effectuate Subordination..........................................65
SECTION 12.7.    No Waiver of Subordination Provisions........................................65
SECTION 12.8.    Notice to Trustee............................................................65
SECTION 12.9.    Reliance on Judicial Order or Certificate of Liquidating Agent...............66
SECTION 12.10.   Trustee Not Fiduciary for Holders of Senior Debt.............................66
SECTION 12.11.   Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights.66
SECTION 12.12.   Article Applicable to Paying Agents..........................................67
</TABLE>


                                      -vi-

<PAGE>


         JUNIOR SUBORDINATED INDENTURE, dated as of _________ ___, 20__, among
POPULAR NORTH AMERICA, INC., a Delaware corporation (the "Corporation"), having
its principal office at 209 Munoz Rivera Avenue, San Juan, Puerto Rico 00918,
POPULAR, INC., a Puerto Rico corporation (the "Guarantor") having its principal
office at 209 Munoz Rivera Avenue, San Juan, Puerto Rico 00918, and The Bank of
New York Mellon, a national banking association, as Trustee
(the "Trustee").

                  RECITALS OF THE CORPORATION AND THE GUARANTOR

         WHEREAS, the Corporation has duly authorized the execution and delivery
of this Indenture to provide for the issuance of its - % Junior Subordinated
Debentures, due ________ (hereinafter called the "Securities") of substantially
the tenor and amount hereinafter provided, including Securities issued to
evidence loans made to the Corporation of the proceeds from the issuance by a
statutory trust ("Popular North America Capital Trust __" or the "Issuer Trust")
of undivided preferred beneficial interests in the assets of the Issuer Trust
(the "Capital Securities") and undivided common beneficial interests in the
assets of the Issuer Trust (the "Common Securities" and, collectively with the
Capital Securities, the "Trust Securities"), and to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered; and

         WHEREAS, the Guarantor has duly authorized the execution and delivery
of this Indenture to provide for the issuance of Guarantees with respect to the
Securities; and

         WHEREAS, all things necessary to make this Indenture a valid agreement
of the Corporation and the Guarantor, in accordance with its terms, have been
done.

         NOW THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.1. Definitions.

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

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

             (2)        All other terms used herein that are defined in the
         Trust Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

             (3)        The words "include", "includes" and "including" shall be
         deemed to be followed by the phrase "without limitation";


<PAGE>


             (4)        All accounting terms not otherwise defined herein have
         the meanings assigned to them in accordance with generally accepted
         accounting principles in the United States;

             (5)        Whenever the context may require, any gender shall be
         deemed to include the others;

             (6)        Unless the context otherwise requires, any reference to
         an "Article" or a "Section" refers to an Article or a Section, as the
         case may be, of this Indenture; and

             (7)        The words "hereby", "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.

         "Act" when used with respect to any Holder has the meaning specified in
Section 1.4.

         "Additional Guarantee Payments" has the meaning specified in Section
3.16.

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

         "Additional Sums" has the meaning specified in Section 10.6.

         "Additional Taxes" means any additional taxes, duties and other
governmental charges to which the Issuer Trust has become subject from time to
time as a result of a Tax Event.

         "Administrative Trustees" means, in respect of the Issuer Trust, each
Person identified as an "Administrative Trustee" in the Trust Agreement, solely
in such Person's capacity as Administrative Trustee of the Issuer Trust under
the Trust Agreement and not in such Person's individual capacity, or any
successor administrative trustee appointed as therein provided.

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

         "Agent Member" means any member of, or participant in, the Depositary.

         "Allocable Amounts," when used with respect to any Senior Subordinated
Indebtedness of the Corporation or the Guarantor, as the case may be, means the
amount necessary to pay all principal of (and premium, if any) and interest, if
any, on such Senior Subordinated Indebtedness of the Corporation or the
Guarantor, as the case may be, in full less, if applicable, any portion of such
amounts which would have been paid to, and retained by, the holders of such
Senior Subordinated Indebtedness (whether as a result of the receipt of payments
by the holders of such Senior Subordinated Indebtedness from the Corporation or
the Guarantor, as the case may be, or any other obligor thereon or from any
holders of, or trustee in respect of, other indebtedness that is subordinate and
junior in right of payment to such Senior Subordinated Indebtedness pursuant to
any provision of such indebtedness for the payment over of




                                      -2-

<PAGE>


amounts received on account of such indebtedness to the holders of such Senior
Subordinated Indebtedness) but for the fact that such Senior Subordinated
Indebtedness is subordinate or junior in right of payment to trade accounts
payable or accrued liabilities arising in the ordinary course of business.

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate the
Securities.

         "Bankruptcy Code" means Title 11 of the United States Code or any
successor statute thereto, in each case as amended from time to time.

         "Board of Directors" means, with respect to the Corporation and the
Guarantor, the board of directors of the Corporation or the Guarantor, or the
Executive Committee of the board of directors of the Corporation or the
Guarantor (or any other committee of the board of directors of the Corporation
or the Guarantor performing similar functions) or a committee designated by the
board of directors of the Corporation or the Guarantor (or such committee),
comprised of two or more members of the board of directors or officers, or both,
of the Corporation or the Guarantor, in each case as the context requires.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Corporation or the Guarantor, as the
case may be, to have been duly adopted by the Board of Directors, or officers of
the Corporation or the Guarantor, as the case may be, to which authority to act
on behalf of the Board of Directors has been delegated, and to be in full force
and effect on the date of such certification, and delivered to the Trustee.

         "Business Day" means a day other than a Saturday, a Sunday or any other
day on which banking institutions in New York, New York, San Juan, Puerto Rico
or Wilmington, Delaware are authorized or required by law, regulation or
executive order to remain closed or are customarily closed.

         "Capital Securities" has the meaning specified in the first recital of
this Indenture.

         "Capital Treatment Event" means, with respect to the Issuer Trust, the
reasonable determination by the Corporation (as evidenced by an Officers'
Certificate delivered to the Trustee), based on an Opinion of Counsel
experienced in such matters, that, as a result of the occurrence of any
amendment to, or change (including any announced proposed change) in, the laws
(or any rules or regulations thereunder) of the United States or any political
subdivision thereof or therein, or as a result of any official or administrative
pronouncement or action or judicial decision interpreting or applying such laws,
rules or regulations, which amendment or change is effective or such
pronouncement, action or decision is announced on or after the date of the
issuance of the Capital Securities, there is more than an insubstantial risk
that the Guarantor will not be entitled to treat the Capital Securities as "Tier
1 Capital" (or the then equivalent thereof) for purposes of the capital adequacy
guidelines of the Board of Governors of the Federal Reserve System, as then in
effect and applicable to the Corporation and the Guarantor. Notwithstanding the
foregoing, a Capital Treatment Event shall not be deemed to have occurred as a
result of the adoption by the Federal Reserve Board of final rules pursuant to
its notice of proposed rulemaking dated May 6, 2004.



                                      -3-

<PAGE>


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

         "Common Securities" has the meaning specified in the first recital of
this Indenture.

         "Common Stock" means the common stock of the Corporation or the
Guarantor, as the case may be.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered.

         "corporation" includes a corporation, association, company, limited
liability company, joint-stock company or statutory trust.

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

         "Corporation Request" and "Corporation Order" mean, respectively, the
written request or order signed in the name of the Corporation by its Chairman
of the Board of Directors, its Vice Chairman of the Board of Directors, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

         "Debenture Default" has the meaning specified in Article V.

         "Debenture Event of Default" has the meaning specified in Article V.

         "Defaulted Interest" has the meaning specified in Section 3.8.

         "Delaware Trustee" means, in respect of the Issuer Trust, the Person
identified as the "Delaware Trustee" in the Trust Agreement, solely in its
capacity as Delaware Trustee of the Issuer Trust under the Trust Agreement and
not in its individual capacity, or its successor in interest in such capacity,
or any successor Delaware Trustee appointed as therein provided.

         "Depositary" means, with respect to any Securities issuable or issued
in whole or in part in the form of one or more Global Securities, the Person
designated as Depositary by the Corporation pursuant to Section 3.5 with respect
to such Securities (or any successor thereto).

         "Distributions," with respect to the Trust Securities, means amounts
payable in respect of such Trust Securities as provided in the Trust Agreement
and referred to therein as "Distributions."

         "Dollar" or "$" means the currency of the United States that, as at the
time of payment, is legal tender for the payment of public and private debts.

         "Exchange Act" means the Securities Exchange Act of 1934 or any statute
successor thereto, in each case as amended from time to time.

         "Expiration Date" has the meaning specified in Section 1.4.



                                      -4-

<PAGE>


         "Extension Period" has the meaning specified in Section 3.12.

         "Global Security" means a Security in the form prescribed in Section
2.4 evidencing all or part of the Securities, issued to the Depositary or its
nominee for the Securities, and registered in the name of such Depositary or its
nominee.

         "Guarantees" means the guarantees of the Guarantor to be endorsed on
the Securities authenticated and delivered hereunder.

         "Guarantee Agreement" means the Guarantee Agreement executed by the
Corporation, the Guarantor and The Bank of New York Mellon, as guarantee
trustee, contemporaneously with the execution and delivery of this Indenture,
for thebenefit of the Holders of Capital Securities, as amended from time to
time.

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

         "Guarantor Request" and "Guarantor Order" mean, respectively, the
written request or order signed in the name of the Guarantor by its Chairman of
the Board of Directors, its Vice Chairman of the Board of Directors, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

         "Holder" means a Person in whose name a Security or Securities is or
are registered in the Securities Register.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

         "Investment Company Act" means the Investment Company Act of 1940 or
any successor statute thereto, in each case as amended from time to time.

         "Investment Company Event" means the receipt by the Issuer Trust of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of any (i) amendment to, or change (including any announced proposed change) in,
the applicable laws (or any regulations thereunder) of the United States or any
political subdivision or other governmental agency or regulatory authority of or
in the United States, or (ii) official or administrative pronouncement or action
or judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which proposed change, pronouncement, action
or decision is announced on or after the date of original issuance of the
Capital Securities, there is more than an insubstantial risk that the Issuer
Trust is or will be considered an "investment company" that is required to be
registered under the Investment Company Act of 1940.

         "Issuer Trust" has the meaning specified in the first recital of this
Indenture.



                                      -5-

<PAGE>


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

         "Notice of Default" means a written notice of the kind specified in
Section 5.2(3).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Corporation or the Guarantor, as the context requires, and
delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Corporation or the Guarantor, or any Affiliate
of the Corporation or the Guarantor.

         "Original Issue Date" means the date of issuance specified as such in
each Security.

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

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

             (ii)       Securities for whose payment money in the necessary
         amount has been theretofore deposited with the Trustee or any Paying
         Agent in trust for the Holders of such Securities; and

             (iii)      Securities in substitution for or in lieu of which other
         Securities have been authenticated and delivered or that have been paid
         pursuant to Section 3.7, unless proof satisfactory to the Trustee is
         presented that any such Securities are held by Holders in whose hands
         such Securities are valid, binding and legal obligations of the
         Corporation;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Corporation or any other obligor upon the Securities or any Affiliate of
the Corporation 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 or waiver, only Securities that the Trustee knows to be so owned shall
be so disregarded. Securities so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Corporation or any other obligor upon the Securities or
any Affiliate of the Corporation or such other obligor. Upon the written request
of the Trustee, the Corporation shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Corporation to be owned or held by or for the account of the Corporation, or
any other obligor on the Securities or any Affiliate of the Corporation or such
obligor, and subject to the provisions of Section 6.1, the Trustee shall be
entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination. Notwithstanding
anything herein to the contrary, Securities initially issued to the Issuer Trust
that are owned by the Issuer Trust shall be deemed



                                      -6-

<PAGE>


to be Outstanding notwithstanding the ownership by the Corporation or an
Affiliate of any beneficial interest in the Issuer Trust.

         "Paying Agent" means the Trustee or any Person authorized by the
Corporation to pay the principal of (or premium, if any) or interest on, or
other amounts in respect of, any Securities on behalf of the Corporation.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, company,
limited liability company, trust, unincorporated association, or government or
any agency or political subdivision thereof, or any other entity of whatever
nature.

         "Place of Payment" means, with respect to the Securities, the place or
places where the principal of (and premium, if any) and interest on the
Securities are payable pursuant to Section 3.1.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security. For the purposes of this definition, any security
authenticated and delivered under Section 3.7 in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.

         "Proceeding" has the meaning specified in Section 12.2.

         "Property Trustee" means, in respect of the Issuer Trust, the Person
identified as the "Property Trustee" in the Trust Agreement, solely in its
capacity as Property Trustee of the Issuer Trust under the Trust Agreement and
not in its individual capacity, or its successor in interest in such capacity,
or any successor Property Trustee appointed as therein provided.

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

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities means the date that is fifteen days next
preceding such Interest Payment Date (whether or not a Business Day).

         "Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "Rights Plan" means a plan of the Corporation or the Guarantor, as the
case may be, providing for the issuance by the Corporation or the Guarantor, as
the case may be, to all holders of its Common




                                      -7-

<PAGE>


Stock of rights entitling the holders thereof to subscribe for or purchase
shares of any class or series of capital stock of the Corporation or Guarantor,
as the case may be, which rights (i) are deemed to be transferred with such
shares of such Common Stock, and (ii) are also issued in respect of future
issuances of such Common Stock, in each case until the occurrence of a specified
event or events.

         "Securities" or "Security" means any debt securities or debt security,
as the case may be, authenticated and delivered under this Indenture.

         "Securities Act" means the Securities Act of 1933 or any successor
statute thereto, in each case as amended from time to time.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.6.

         "Senior Debt" of the Corporation or the Guarantor, as the case may be,
means (i) Senior Indebtedness of the Corporation or the Guarantor, respectively
(but excluding trade accounts payable and accrued liabilities arising in the
ordinary course of business), and (ii) the Allocable Amounts of Senior
Subordinated Indebtedness of the Corporation or Guarantor, respectively.

         "Senior Indebtedness" means any obligation of the Corporation or the
Guarantor, as the case may be, to its creditors, whether now outstanding or
subsequently incurred, other than any obligation as to which, in the instrument
creating or evidencing the obligation or pursuant to which the obligation is
outstanding, it is provided that such obligation is not Senior Indebtedness.
Senior Indebtedness does not include Senior Subordinated Indebtedness or the
Securities or any junior subordinated debt securities issued in the future by
the Corporation or the Guarantor, as the case may be, with subordination terms
substantially similar to those of the Securities.

         "Senior Subordinated Indebtedness" means any obligation of the
Corporation or the Guarantor, as the case may be, to its creditors, whether now
outstanding or subsequently incurred, where the instrument creating or
evidencing the obligation or pursuant to which the obligation is outstanding,
provides that it is subordinate and junior in right of payment to Senior
Indebtedness, including the Subordinated Indenture, dated as of November 30,
1995, between the Guarantor and The First National Bank of Chicago, as Trustee,
but does not include the Securities or any junior subordinated debt securities
issued in the future by the Corporation or the Guarantor, as the case may be,
with subordination terms substantially similar to those of the Securities.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.8.

         "Stated Maturity", when used with respect to any Security or any
installment of principal thereof (or premium, if any) or interest (including any
Additional Interest) thereon, means the date specified pursuant to the terms of
such Security as the fixed date on which the principal of such Security or such
installment of principal (or premium, if any) or interest (including any
Additional Interest) is due and payable, as such date may, in the case of the
stated maturity of the principal on any security, be shortened or extended as
provided pursuant to the terms of such Security and this Indenture and, in the
case of any installment of interest, subject to the deferral of any such date in
the case of any Extension Period.

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Corporation or
the Guarantor, as the context requires, or by one or




                                      -8-

<PAGE>


more other Subsidiaries, or by the Corporation or the Guarantor, as the context
requires, and one or more other Subsidiaries. For purposes of this definition,
"voting stock" means stock that ordinarily has 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 by reason of any contingency.

         "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.7 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

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

         With respect to Securities that are no longer held by the Issuer Trust,
"Tax Event" means the receipt by the Corporation of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any (i) amendment
to, or change (including any announced proposed change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority of or in the United States or (ii) official or administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which proposed change,
pronouncement or decision is announced on or after the date of original issuance
of the Securities under this Indenture, there is more than an insubstantial risk
that interest payable by the Corporation on the Securities is not, or within 90
days following the date of such Opinion of Counsel will not be, deductible by
the Corporation, in whole or in part, for United States Federal income tax
purposes.

         "Taxes" has the meaning specified in Section 3.16.

         "Trust Agreement" means, with respect to the Issuer Trust, the trust
agreement or other governing instrument of the Issuer Trust, as amended from
time to time.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture, solely in its capacity as such and not in its
individual capacity, until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean such successor Trustee.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
on the date as of this Indenture; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such




                                      -9-

<PAGE>


date, "Trust Indenture Act" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

         "Trust Securities" has the meaning specified in the first recital of
this Indenture.

         "United States" means the United States of America.

         "Vice President," when used with respect to the Corporation or the
Guarantor, means any duly appointed vice president, whether or not designated by
a number or a word or words added before or after the title "vice president," of
the Corporation or the Guarantor, respectively.

         SECTION 1.2.   Compliance Certificate and Opinions.

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.4) shall include:

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

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

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

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

         SECTION 1.3.   Forms of Documents Delivered to Trustee.

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



                                      -10-

<PAGE>


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

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

         SECTION 1.4.   Acts of Holders.

         (a)    Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given to or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments is or are
delivered to the Trustee, and, where it is hereby expressly required, to the
Corporation and the Guarantor. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Trustee, the Corporation and the Guarantor, if made
in the manner provided in this Section.

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

         (c)    The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner that the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

         (d)    The ownership of Securities shall be proved by the Securities
Register.

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



                                      -11-

<PAGE>


         (f)    The Corporation may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities, provided that the Corporation may not set a record
date for, and the provisions of this paragraph shall not apply with respect to,
the giving or making of any notice, declaration, request or direction referred
to in the next succeeding paragraph. If any record date is set pursuant to this
paragraph, the Holders of the Outstanding Securities on such record date, and no
other Holders, shall be entitled to take the relevant action, whether or not
such Holders remain Holders after such record date, provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date (as defined below) by Holders of the requisite principal amount
of Outstanding Securities on such record date. Nothing in this paragraph shall
be construed to prevent the Corporation from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Corporation, at its own expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Trustee in writing and to each Holder of Securities in the
manner set forth in Section 1.6.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 5.3, (iii) any request to institute proceedings referred
to in Section 5.8(2), or (iv) any direction referred to in Section 5.13, in each
case with respect to such Securities. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date,
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken. Promptly after a record date is set pursuant to this paragraph,
the Trustee, at the Corporation's expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Corporation in writing and to each Holder of Securities in the
manner set forth in Section 1.6.

         With respect to any record date set pursuant to this Section, the party
that sets such record date may designate any day as the "Expiration Date" and
from time to time may change the Expiration Date to any earlier or later day,
provided that no such change shall be effective unless notice of the proposed
new Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities in the manner set forth in Section 1.6, on or prior to the
existing Expiration Date. If an Expiration Date is not designated with respect
to any record date set pursuant to this Section, the party hereto that set such
record date shall be deemed to have initially designated the 180th day after
such record date as the Expiration Date with respect thereto, subject to its
right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.



                                      -12-

<PAGE>


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

         SECTION 1.5.   Notices, Etc. to Trustee, Corporation and the Guarantor.

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

         (1)    the Trustee by any Holder, any holder of Capital Securities, the
Corporation or the Guarantor shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, or

         (2)    the Corporation or the Guarantor by the Trustee, any Holder or
any holder of Capital Securities shall be sufficient for every purpose (except
as otherwise provided in Section 5.2) hereunder if in writing and mailed, first
class, postage prepaid, to the Corporation or the Guarantor, as the case may be,
addressed to it at the address of its principal office specified in the first
paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Corporation or Guarantor.

         SECTION 1.6.   Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. If, by reason of the suspension
of or irregularities in regular mail service or for any other reason, it shall
be impossible or impracticable to mail notice of any event to Holders when said
notice is required to be given pursuant to any provision of this Indenture or of
the relevant Securities, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

         SECTION 1.7.   Conflict with Trust Indenture Act.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision hereof which is required or deemed to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required or
deemed provision shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.



                                      -13-

<PAGE>


         SECTION 1.8.   Effect of Headings and Table of Contents.

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

         SECTION 1.9.   Successors and Assigns.

         All covenants and agreements in this Indenture by the Corporation or
the Guarantor shall bind their respective successors and assigns, whether so
expressed or not.

         SECTION 1.10.  Separability Clause.

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

         SECTION 1.11.  Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior Debt, the Holders of Securities and, to the
extent expressly provided in Sections 1.5, 3.5(e), 5.1, 5.2, 5.3, 5.9, 5.10,
5.12, 5.14, 9.1 and 9.2, the holders of Capital Securities, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

         SECTION 1.12.  Governing Law.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND WHOLLY TO BE PERFORMED IN SUCH STATE.

         SECTION 1.13.  Non-Business Days.

         If any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or the Securities) payment of interest or principal (and
premium, if any) or other amounts in respect of such Security need not be made
on such date, but may be made on the next succeeding Business Day (and no
interest shall accrue in respect of the amounts whose payment is so delayed for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, until such next succeeding Business Day).

                                   ARTICLE II

                                 SECURITY FORMS

         SECTION 2.1.   Forms Generally.

         The Securities and the Trustee's certificate of authentication shall be
in substantially the forms set forth in this Article, or in such other form or
forms as shall be established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed




                                      -14-

<PAGE>


thereon as may be required to comply with applicable tax laws or the rules of
any securities exchange or as may, consistently herewith, be determined by the
officers executing such securities, as evidenced by their execution of the
Securities. If the form of Securities is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Corporation and
delivered to the Trustee at or prior to the delivery of the Corporation Order
contemplated by Section 3.3 with respect to the authentication and delivery of
such Securities.

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

         The definitive Securities shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods, if required by any
securities exchange on which the Securities may be listed, on a steel engraved
border or steel engraved borders or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities may be
listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

         SECTION 2.2.   Form of Face of Security.

                           POPULAR NORTH AMERICA, INC.
              ____% JUNIOR SUBORDINATED DEBENTURES, DUE ____, 20___

CUSIP ____
No.                                                                    $

         POPULAR NORTH AMERICA, INC., a corporation organized and existing under
the laws of Delaware (hereinafter called the "Corporation", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ___________, or registered assigns, the
principal sum of __________ Dollars on __________ __, or such other principal
amount represented hereby as may be set forth in the records of the Securities
Registrar hereinafter referred to in accordance with the Indenture. The
Corporation further promises to pay interest on said principal sum from ______,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually (subject to deferral as set forth herein) in
arrears on __________ and ___________ of each year, commencing ________, 20___,
at the rate of __% per annum, together with Additional Sums, if any, as provided
in Section 10.6 of the Indenture until the principal hereof is paid or duly
provided for or made available for payment; provided that any overdue principal,
premium or Additional Sums and any overdue installment of interest or Additional
Interest shall bear interest at the rate of ___% per annum (to the extent that
the payment of such interest shall be legally enforceable), compounded
semi-annually, from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand. The amount
of interest payable for any period less than a full interest period shall be
computed on the basis of a 360-day year of twelve 30-day months and the actual
days elapsed in a partial month in such period. The amount of interest payable
for any full interest period shall be computed by dividing the applicable rate
per annum by two. The interest so




                                      -15-

<PAGE>


payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest installment, which shall
be the fifteenth day (whether or not a Business Day), preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

         So long as no Debenture Event of Default has occurred and is
continuing, the Corporation shall have the right, at any time during the term of
this Security, from time to time to defer the payment of interest on this
Security for up to 10 consecutive semi-annual interest payment periods with
respect to each deferral period (each an "Extension Period"), and at the end of
which the Corporation shall pay all interest then accrued and unpaid, including
any Additional Interest, as provided below; provided, however, that no Extension
Period shall extend beyond the Stated Maturity of the principal of this Security
and no such Extension Period may end on a date other than an Interest Payment
Date; and provided, further, however, that during any such Extension Period, the
Corporation shall not, and shall not permit any of its Subsidiaries to, (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Corporation's capital
stock, (ii) make any payment of principal of or interest or premium, if any, on
or repay, repurchase or redeem any debt securities of the Corporation that rank
pari passu in all respects with or junior in interest to this Security or the
Guarantees, respectively or (iii) make any guarantee payments with respect to
any guarantee by the Corporation of the debt securities of any Subsidiary of the
Corporation if such guarantee ranks pari passu with or junior in interest to
this Security or the Guarantees (other than (a) repurchases, redemptions or
other acquisitions of shares of capital stock of the Corporation in connection
with any employment contract, benefit plan or other similar arrangement with or
for the benefit of any one or more employees, officers, directors, consultants
or independent contractors, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Corporation (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange or conversion
of any class or series of the Corporation's capital stock (or any capital stock
of a Subsidiary of the Corporation) for any class or series of the Corporation's
capital stock or of any class or series of the Corporation's indebtedness for
any class or series of the Corporation's capital stock, (c) the purchase of
fractional interests in shares of the Corporation's capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (d) any declaration of a dividend in connection
with any Rights Plan, or the issuance of rights, stock or other property under
any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or
(e) any dividend in the form of stock, warrants, options or other rights where
the dividend stock or the stock issuable upon exercise of such warrants, options
or other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with or junior to such stock). Prior to the termination of any
such Extension Period, the Corporation may further defer the payment of
interest, provided that no Extension Period shall exceed 10 consecutive
semi-annual interest periods, extend beyond the Stated Maturity of the principal
of this Security or end on a date other than an Interest Payment Date. Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Corporation




                                      -16-

<PAGE>


may elect to begin a new Extension Period, subject to the above conditions. No
interest other than Additional Sums shall be due and payable during an Extension
Period, except at the end thereof, but each installment of interest that would
otherwise have been due and payable during such Extension Period shall bear
interest (to the extent that the payment of such interest shall be legally
enforceable) at the rate of ___% per annum, compounded semi-annually and
calculated as set forth in the first paragraph of this Security, from the dates
on which amounts would otherwise have been due and payable until paid or made
available for payment. The Corporation shall give the Holder of this Security
and the Trustee notice of its election to begin any Extension Period at least
one Business Day prior to the record date for the next succeeding Interest
Payment Date on which interest on this Security would be payable but for such
deferral or so long as such Securities are held by Popular North America Capital
Trust __, at least one Business Day prior to the earlier of (i) the next
succeeding date on which Distributions on the Capital Securities would be
payable but for such deferral, and (ii) the date on which the Property Trustee
is required to give notice to holders of the Capital Securities of the record
date or the date such Distributions are payable.

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Corporation maintained for
that purpose in The City of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts; provided, however, that (i) at the option of the Corporation
payment of interest on an Interest Payment Date may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Securities Register, (ii) upon the written request by any Holder of $1,000,000
or more in aggregate principal amount of the Securities, not later than 15
calendar days prior to the date on which such interest is payable, payment of
such interest shall be made by wire transfer in immediately available funds at
such place and to such account as may be designated by the Person entitled
thereto, as specified in the Securities Register or (iii) payments due at the
Stated Maturity of this Security will be made in immediately available funds
against presentation and surrender of this Security. If the Holder of this
Security is the Depository Trust Company or the Issuer Trust (or a trustee
thereof), all payments in respect of this Security shall be made in immediately
available funds.

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

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Corporation has caused this instrument to be
duly executed under its corporate seal.



                                      -17-

<PAGE>


                                           POPULAR NORTH AMERICA, INC.


                                           By:
                                              Name:
                                              Title:

Attest:


----------------------------------
[Secretary or Assistant Secretary]



         SECTION 2.3.   Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Corporation designated as its ____% Junior Subordinated Debentures, due 20___
(herein called the "Securities"), limited in aggregate principal amount
to $____, issued and to be issued under the Junior Subordinated Indenture, dated
as of ______, 20___ (herein called the "Indenture"), among the Corporation,
Popular, Inc., as Guarantor, and The Bank of New York Mellon, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Corporation, the Guarantor, the Trustee,
the holders of Senior Debt and the Holders of Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

         All terms used in this Security that are defined in the Indenture or in
the Amended and Restated Trust Agreement, dated as of ________ __, 20__ (as
modified, amended or supplemented from time to time, the "Trust Agreement"),
relating to Popular North America Capital Trust I (the "Issuer Trust") among the
Corporation, as Depositor, Popular, Inc., as Guarantor, the Trustees named
therein and the Holders from time to time of the Trust Securities issued
pursuant thereto, shall have the meanings assigned to them in the Indenture or
the Trust Agreement, as the case may be.

         The Corporation may, at its option, subject to the terms and conditions
of Article XI of the Indenture and subject to the Corporation having received
prior approval of the Federal Reserve if then required under applicable capital
guidelines or policies, redeem this Security in whole at any time or in part
from time to time, at a Redemption Price equal to the greater of (i) 100% of the
principal amount of this Security being redeemed or (ii) as determined by a
Quotation Agent (as defined below), the sum of the present values of scheduled
payments of principal and interest for the Remaining Life (as defined below) of
this Security being redeemed, discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus ____%, plus, in the case of either (i) or
(ii), accrued and unpaid interest thereon to the Redemption Date.

         "Remaining Life" means, with respect to an optional redemption of the
Securities, the period from the Redemption Date through ____, 20___.

         "Treasury Rate" means (i) the yield, under the heading which represents
the average for the immediately prior week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the




                                      -18-

<PAGE>


Federal Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the Remaining
Life (if no maturity is within three months before or after the Remaining Life,
yields for the two published maturities most closely corresponding to the
Remaining Life shall be determined and the Treasury Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding to the
nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price of the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date, The Treasury
Rate shall be calculated on the third Business Day preceding the Redemption
Date.

         "Comparable Treasury Issue" means, with respect to any Redemption Date,
the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the Remaining Life 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
Life. If no United States Treasury security has a maturity which is within a
period from three months before to three months after __________, 20__, the two
most closely corresponding United States Treasury securities shall be used as
the Comparable Treasury Issue, and the Treasury Rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month using such
securities.

         "Quotation Agent" means each of [to come] and their respective
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 Corporation shall substitute therefor another Primary Treasury
Dealer.

         "Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any
other Primary Treasury Dealer selected by the Trustee after consultation with
the Corporation.

         "Comparable Treasury Price" means (A) if the Trustee obtains five
Reference Treasury Dealer Quotations, the average of three Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations obtained, or (B) if the Trustee
obtains fewer than five Reference Treasury Dealer Quotations, the average of all
such Reference Treasury Dealer Quotations.

         "Reference Treasury Dealer Quotations" means, with respect to each
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 such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

         In addition, upon the occurrence and during the continuation of a Tax
Event, Capital Treatment Event or Investment Company Event in respect of the
Issuer Trust, the Corporation may, at its option, subject to its having received
prior approval of the Federal Reserve if then required under applicable capital
guidelines or policies, at any time within 90 days following the occurrence and
during the continuation of such Tax Event, Capital Treatment Event or Investment
Company Event, as the case may be, redeem this Security, in whole but not in
part, subject to the terms and conditions of Article XI of the Indenture, at a
redemption price equal to 100% of the principal amount, plus accrued and unpaid
interest thereon to the date of redemption.



                                      -19-

<PAGE>


         In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

         The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Corporation with
certain conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
Corporation, the Guarantor and the Trustee at any time to enter into a
supplemental indenture or indentures for the purpose of modifying in any manner
the rights and obligations of the Corporation, the Guarantor and of the Holders
of Securities, with the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities. The Indenture also contains
provisions permitting Holders of specified percentages in principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all
Securities, to waive compliance by the Corporation and the Guarantor with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         If a Debenture Event of Default specified in Section 5.1(1) of the
Indenture with respect to the Securities at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities may declare
the principal amount of all the Securities to be due and payable immediately, by
a notice in writing to the Corporation and the Guarantor (and to the Trustee if
given by Holders), provided that, if upon such Debenture Event of Default, the
Trustee or the Holders fail to declare the principal of all the Outstanding
Securities to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Capital Securities then Outstanding shall
have the right to make such declaration by a notice in writing to the
Corporation and the Trustee; and upon any such declaration such principal amount
(or specified portion thereof) of and the accrued interest (including any
Additional Interest) on all the Securities shall become immediately due and
payable. If a Debenture Event of Default specified in Section 5.1(2) or 5.1(3)
of the Indenture with respect to the Securities at the time Outstanding occurs,
the principal amount of all such Securities shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable. The payment of principal and interest (including
any Additional Interest) on such Securities shall remain subordinated to the
extent provided in Article XII of the Indenture.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Corporation,
which is absolute and unconditional, to pay the principal of (and premium, if
any) and interest (including any Additional Interest) on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Corporation maintained under Section 10.2 of the
Indenture for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form reasonably satisfactory to the Corporation and
the Securities Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Securities,
of like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.



                                      -20-

<PAGE>


         The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Corporation, the Guarantor, the Trustee and any agent of the Corporation,
the Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Corporation, the Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.

         The Corporation and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States Federal, State and local
tax purposes it is intended that this Security constitute indebtedness.

         THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND WHOLLY TO BE
PERFORMED IN SUCH STATE.

         SECTION 2.4.   Additional Provisions Required in Global Security.

         Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 2.2 and 2.3, 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 A DEPOSITARY
         OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR
         SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
         OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
         INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
         DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
         DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY,
         EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

         SECTION 2.5.   Form of Trustee's Certificate of Authentication.

         The Trustee's certificates of authentication shall be in substantially
the following form:

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



                                      -21-

<PAGE>


Dated:

                                   THE BANK OF NEW YORK MELLON,
                                   as Trustee

                                   By:
                                       ----------------------------------------
                                       Authorized officer


         SECTION 2.6.   Form of Guarantee.

         POPULAR, INC. (the "Guarantor") hereby irrevocably and unconditionally
guarantees to the Holder of this Security, and, to the extent specified in
Section 5.9 of the Indenture, each registered holder of Capital Securities, duly
authenticated and delivered by the Trustee the due and punctual payment of the
principal of, and premium, if any, (including any amount in respect of original
issue discount), and interest, if any (together with any Additional Interest and
Additional Sums payable pursuant to the terms of this Security), on, this
Security, provided for pursuant to the terms of this Security, when and as the
same shall become due and payable, whether at Stated Maturity or on redemption,
acceleration or otherwise according to the terms of this Security and of the
Indenture. In case of default by the Corporation in the payment of any such
principal (including any amount in respect of original issue discount), or any
premium or interest (together with any Additional Interest and Additional Sums
payable pursuant to the terms of this Security), the Guarantor agrees duly and
punctually to pay the same when and as the same shall become due and payable.
The Guarantor hereby agrees that its obligations hereunder shall be as principal
and not merely as surety, and shall be absolute and unconditional irrespective
of any circumstances which may constitute a legal or equitable discharge of a
surety or guarantor, including, without limitation, any modification of this
Security, any invalidity, irregularity or unenforceability of this Security or
the Indenture, any failure to enforce the same or any waiver, modification,
consent or indulgence granted to the Corporation with respect thereto by the
Holder of this Security or the Trustee. The Guarantor hereby waives diligence,
presentment, demand or payment, filing of claims with a court in the event of
merger or bankruptcy of the Corporation, any right to require a demand or
proceeding first against the Corporation, the Trustee, the Issuer Trust or a
trustee of the Issuer Trust, protest or notice with respect to this Security or
the indebtedness evidenced thereby and all demands whatsoever, and covenants
that this guarantee will not be discharged as to this Security except by payment
in full of the principal of (including any amount payable in respect of original
issue discount), and any premium or interest (together with any Additional
Interest and Additional Sums payable pursuant to the terms of this Security), on
this Security.

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



                                      -22-

<PAGE>


         Payments pursuant to this Guarantee shall be made without set-off,
counterclaim, fees, liabilities or similar deductions, and free and clear of,
and without deduction or withholding for, taxes, levies, imposts, duties,
charges or fees of whatsoever nature now or hereafter imposed, levied,
collected, deducted, withheld or assessed by or on behalf of the Commonwealth of
Puerto Rico or any political subdivision or taxing authority thereof or therein,
as provided for in Section 3.16 of the Indenture.

         The Guarantor irrevocably waives any and all rights to which it may be
entitled, by operation of law or otherwise, by making any payment hereunder (i)
to be subrogated to the rights of a Holder against the Corporation with respect
to such payment or otherwise to be reimbursed, indemnified or exonerated by the
Corporation in respect thereof or (ii) to receive any payment, in the nature of
contribution or for any other reason, from any other obligor with respect to
such payment.

         This guarantee shall not be valid or become obligatory for any purpose
with respect to this Security until the certificate of authentication on this
Security shall have been signed by the Trustee.

         THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND WHOLLY TO BE
PERFORMED IN SUCH STATE.

         IN WITNESS WHEREOF, Popular, Inc. has caused this Guarantee to be
signed by facsimile by its duly authorized officers and has caused a facsimile
of its corporate seal to be affixed hereunto or imprinted hereon.

                                       POPULAR, INC.

                                       By:
                                          --------------------------------------
                                          Authorized officer


                                  ARTICLE III

                                 THE SECURITIES

         SECTION 3.1.   Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to $________, except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6,
9.6 or 11.6.

         The Securities shall be known and designated as the ____% Junior
Subordinated Debentures, due ____, 20__, of the Corporation. Their Stated
Maturity shall be ____, 20__, and they shall bear interest at the rate of ____%
per annum, from and including ____, 20__ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case
may be, payable semi-annually in arrears on ____ and ____ commencing ____, 20__,
until the principal thereof is paid or made available for payment.

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Corporation maintained for
that purpose in The City of New York, in such coin or




                                      -23-

<PAGE>

currency of the United States as at the time of payment is legal tender for
payment of public and private debts; provided, however, that (i) at the option
of the Corporation payment of interest on an Interest Payment Date may be made
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Securities Register, (ii) upon the written request by any
Holder of $1,000,000 or more in aggregate principal amount of the Securities,
not later than 15 calendar days prior to the date on which such interest is
payable, payment of such interest shall be made by wire transfer in immediately
available funds at such place and to such account as may be designated by the
Person entitled thereto, as specified in the Securities Register or (iii)
payments due at the Stated Maturity of the Securities will be made in
immediately available funds against presentation and surrender of the
Securities. If the Holder of the Securities is the Depository Trust Company or
the Issuer Trust (or a trustee thereof), all payments in respect of the
Securities shall be made in immediately available funds.

         The Securities shall be redeemable as provided in Article XI.

         The Securities shall be subordinated in right of payment to Senior Debt
as provided in Article XII.

         All Securities shall be substantially identical except as to
denomination and except as may otherwise be provided herein.

         SECTION 3.2.   Denominations.

         The Securities shall be in registered form without coupons and shall be
issuable in denominations of $1,000 and any integral multiple thereof.

         SECTION 3.3.   Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Corporation by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Corporation shall bind the
Corporation, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities. At any time and from
time to time after the execution and delivery of this Indenture, the Corporation
may deliver Securities executed by the Corporation, having endorsed thereon
Guarantees duly executed by the Guarantor, to the Trustee for authentication,
together with a Corporation Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Corporation Order shall
authenticate and deliver such Securities as in this Indenture provided and not
otherwise.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall




                                      -24-

<PAGE>


have been authenticated and delivered hereunder but never issued and sold by the
Corporation, and the Corporation shall deliver such Security to the Trustee for
cancellation as provided in Section 3.10, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

         SECTION 3.4.   Temporary Securities.

         Pending the preparation of definitive Securities, the Corporation may
execute, and upon Corporation Order the Trustee shall authenticate and deliver,
temporary Securities, having endorsed thereon Guarantees duly executed by the
Guarantor, that are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

         If temporary Securities are issued, the Corporation will cause
definitive Securities, having endorsed thereon Guarantees duly executed by the
Guarantor, to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities, having endorsed thereon Guarantees duly executed by the
Guarantor, upon surrender of the temporary Securities at the office or agency of
the Corporation designated for that purpose without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities, the
Corporation shall execute and the Trustee shall authenticate and deliver in
exchange therefor one or more definitive Securities, having endorsed thereon
Guarantees duly executed by the Guarantor, of any authorized denominations
having the same Original Issue Date and Stated Maturity and having the same
terms as such temporary Securities. Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities.

         SECTION 3.5.   Global Securities.

         (a)    Each Global Security issued under this Indenture shall be
registered in the name of the Depositary designated by the Corporation for such
Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

         (b)    Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee in writing that such
Depositary is no longer willing or able to properly discharge its
responsibilities as Depositary with respect to such Global Security, and the
Corporation does not appoint a qualified successor within 90 days, (ii) the
Corporation executes and delivers to the Trustee a Corporation Order stating
that the Corporation elects to terminate the book-entry system through the
Depositary, or (iii) a Debenture Default shall have occurred and be continuing.

         (c)    If any Global Security is to be exchanged for other Securities
or cancelled in whole, it shall be surrendered by or on behalf of the Depositary
or its nominee to the Securities Registrar for exchange or cancellation as
provided in this Article III. If any Global Security is to be exchanged for
other Securities or cancelled in part, or if another Security is to be exchanged
in whole or in part for a beneficial interest in any Global Security, then
either (i) such Global Security shall be so surrendered for




                                      -25-

<PAGE>


exchange or cancellation as provided in this Article III or (ii) the principal
amount thereof shall be reduced, subject to Section 3.5(b)(v), or increased by
an amount equal to the portion thereof to be so exchanged or cancelled, or equal
to the principal amount of such other Security to be so exchanged for a
beneficial interest therein, as the case may be, by means of an appropriate
adjustment made on the records of the Securities Registrar, whereupon the
Trustee, in accordance with the Applicable Procedures, shall instruct the
Depositary or its authorized representative to make a corresponding adjustment
to its records. Upon any such surrender or adjustment of a Global Security by
the Depositary, accompanied by registration instructions, the Trustee shall,
subject to Section 3.5(b) and as otherwise provided in this Article III,
authenticate and deliver any Securities issuable in exchange for such Global
Security (or any portion thereof) in accordance with the instructions of the
Depositary. The Trustee shall not be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

         (d)    Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

         (e)    Securities distributed to holders of Book-Entry Capital
Securities (as defined in the Trust Agreement) upon the dissolution of the
Issuer Trust shall be distributed in the form of one or more Global Securities
registered in the name of a Depositary or its nominee, and deposited with the
Securities Registrar, as custodian for such Depositary, or with such Depositary,
for credit by the Depositary to the respective accounts of the beneficial owners
of the Securities represented thereby (or such other accounts as they may
direct). Securities distributed to holders of Capital Securities other than
Book-Entry Capital Securities upon the dissolution of the Issuer Trust shall not
be issued in the form of a Global Security or any other form intended to
facilitate book-entry trading in beneficial interests in such Securities.

         (f)    The Depositary or its nominee, as the registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security shall be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members.
Neither the Trustee nor the Securities Registrar shall have any liability in
respect of any transfers effected by the Depositary.

         (g)    The rights of owners of beneficial interests in a Global
Security shall be exercised only through the Depositary and shall be limited to
those established by law and agreements between such owners and the Depositary
and/or its Agent Members.

         SECTION 3.6.   Registration, Transfer and Exchange Generally.

         The Corporation shall cause to be kept at the Corporate Trust Office of
the Trustee a register in which, subject to such reasonable regulations as it
may prescribe, the Corporation shall provide for the registration of Securities
and of transfers of Securities. Such register is herein sometimes referred to as
the "Securities Register." The Trustee is hereby appointed "Securities
Registrar" for the purpose of registering Securities and transfers of Securities
as herein provided.



                                      -26-

<PAGE>


         Upon surrender for registration of transfer of any Security at the
offices or agencies of the Corporation designated for that purpose, the
Corporation shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Securities, having endorsed thereon Guarantees duly executed by the Guarantor,
of any authorized denominations of like tenor and aggregate principal amount.

         At the option of the Holder, Securities may be exchanged for other
Securities, having endorsed thereon Guarantees duly executed by the Guarantor,
of any authorized denominations, of like tenor and aggregate principal amount,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any securities are so surrendered for exchange, the Corporation shall
execute, and the Trustee shall authenticate and deliver, the Securities (having
Guarantees duly endorsed thereon) that the Holder making the exchange is
entitled to receive.

         All Securities and the Guarantees endorsed thereon issued upon any
transfer or exchange of Securities shall be the valid obligations of the
Corporation and the Guarantor, respectively, evidencing the same debt and
guarantee thereon, and entitled to the same benefits under this Indenture, as
the Securities and Guarantees surrendered upon such transfer or exchange.

         Every Security presented or surrendered for transfer or exchange shall
(if so required by the Corporation or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Securities Registrar, duly executed by the Holder thereof or
such Holder's attorney duly authorized in writing.

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

         Neither the Corporation nor the Trustee shall be required, pursuant to
the provisions of this Section, (i) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before the day of selection for redemption of Securities pursuant to
Article XI and ending at the close of business on the day of mailing of the
notice of redemption, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case of
any such Security to be redeemed in part, any portion thereof not to be
redeemed.

         SECTION 3.7.   Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Corporation or the Trustee
to save each of them harmless, the Corporation shall execute and the Trustee
shall authenticate and deliver in exchange therefor a new Security of the same
issue (having Guarantees duly endorsed thereon), of like tenor and aggregate
principal amount, and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Corporation and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to save
each of them, the Guarantor and any agent of any of them harmless, then, in the
absence of notice to the Corporation or the Trustee that such Security has been
acquired by a bona fide purchaser, the Corporation shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security (having Guarantees duly
endorsed thereon), of like




                                      -27-

<PAGE>


tenor and aggregate principal amount as such destroyed, lost or stolen Security,
and bearing a number not contemporaneously outstanding.

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

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

         Every new Security and the related Guarantees issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Corporation and the Guarantor,
respectively, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities
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 Securities.

         SECTION 3.8.   Payment of Interest and Additional Interest; Interest
Rights Preserved.

         Interest and Additional Interest on any Security which is payable, and
is punctually paid or duly provided for, on any Interest Payment Date, shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest in respect of the Securities, except that, interest and any
Additional Interest payable on the Stated Maturity of the principal of a
Security other than on an Interest Payment Date shall be paid to the Person to
whom principal is paid.

         Any interest on any Security that is due and payable, but is not timely
paid or duly provided for, on any Interest Payment Date for the Securities
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Corporation, at its election in
each case, as provided in Clause (1) or (2) below:

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




                                      -28-

<PAGE>


the name and at the expense of the Corporation, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first class, postage prepaid, to each Holder of a Security at the
address of such Holder as it appears in the Securities Register not less than 10
days prior to such Special Record Date. The Trustee may, in its discretion, in
the name and at the expense of the Corporation, cause a similar notice to be
published at least once in a newspaper, customarily published in the English
language on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, but such publication shall not be a condition
precedent to the establishment of such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names the Securities (or their respective Predecessor
Securities) are registered on such Special Record Date and shall no longer be
payable pursuant to the following Clause (2).

         (2)    The Corporation may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities in respect of which interest is in default may
be listed and, upon such notice as may be required by such exchange (or by the
Trustee if the Securities are not listed), if, after notice given by the
Corporation to the Trustee of the proposed payment pursuant to this Clause, such
payment shall be deemed practicable by the Trustee.

         Any interest on any Security which is deferred or extended pursuant to
Section 3.12 shall not be Defaulted Interest for purposes of this Section 3.8

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

         SECTION 3.9.   Persons Deemed Owners.

         The Corporation, the Guarantor, the Trustee and any agent of the
Corporation, the Guarantor or the Trustee shall treat the Person in whose name
any Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Section 3.8)
any interest on such Security and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Corporation, the Guarantor, the
Trustee nor any agent of the Corporation, the Guarantor or the Trustee shall be
affected by notice to the contrary.

         No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Corporation,
the Trustee and any agent of the Corporation or the Trustee as the owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Corporation, the Trustee or any agent of the
Corporation or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by a Depositary or impair, as between a
Depositary and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depositary (or its
nominee) as Holder of any Security.

         SECTION 3.10.  Cancellation.

         All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and Securities




                                      -29-

<PAGE>


surrendered directly to the Trustee for any such purpose shall be promptly
canceled by it. The Corporation may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
that the Corporation may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly canceled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities shall be destroyed by the Trustee and the Trustee shall
deliver to the Corporation a certificate of such destruction.

         SECTION 3.11.  Computation of Interest.

         Interest on the Securities for any partial period shall be computed on
the basis of a 360-day year of twelve 30-day months and the actual number of
days elapsed in any partial month in such period, and interest on the Securities
for a full period shall be computed by dividing the rate per annum by the number
of interest periods that together constitute a full twelve months.

         SECTION 3.12.  Deferrals of Interest Payment Dates.

         So long as no Debenture Event of Default has occurred and is
continuing, the Corporation shall have the right, at any time during the term of
the Securities, from time to time to defer the payment of interest on the
Securities for a period not exceeding 10 consecutive semi-annual periods (each,
an "Extension Period"). No Extension Period shall end on a date other than an
Interest Payment Date. At the end of any such Extension Period the Corporation
shall pay all interest then accrued and unpaid on the Securities (together with
Additional Interest thereon, if any, at the rate specified for the Securities to
the extent permitted by applicable law); provided, however, that no Extension
Period shall extend beyond the Stated Maturity of the principal of the
Securities or end on a date other than an Interest Payment Date; and provided
further, however that during any such Extension Period, the Corporation and the
Guarantor shall not (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
the Corporation's or the Guarantor's capital stock, (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Corporation that rank pari passu in all respects with
or junior in interest to the Securities or the Guarantees, respectively or (iii)
make any guarantee payments with respect to any guarantee by the Corporation or
the Guarantor if such guarantee ranks pari passu with or junior in interest to
the Securities or the Guarantees (other than (a) repurchases, redemptions or
other acquisitions of shares of capital stock of the Corporation or the
Guarantor in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors, consultants or independent contractors, in connection with
a dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of capital stock of the Corporation or the Guarantor (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) as a result of an exchange or conversion of any class or series of the
Corporation's or the Guarantor's capital stock (or any capital stock of a
Subsidiary of the Corporation or the Guarantor) for any class or series of the
Corporation's or the Guarantor's capital stock, respectively, or of any class or
series of the Corporation's or the Guarantor's indebtedness for any class or
series of the Corporation's or the Guarantor's capital stock, respectively, (c)
the purchase of fractional interests in shares of the Corporation's or the
Guarantor's capital stock, respectively, pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(d) any declaration of a dividend in connection with any Rights Plan, or the
issuance of rights, stock or other property under any Rights Plan, or the
redemption or repurchase of rights pursuant thereto, or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on




                                      -30-

<PAGE>


which the dividend is being paid or ranks pari passu with or junior to such
stock). Prior to the termination of any such Extension Period, the Corporation
may further defer the payment of interest, provided that no Extension Period
shall exceed 10 consecutive semi-annual periods or extend beyond the Stated
Maturity of the principal of such Securities or end on a date other than an
Interest Payment Date. Upon the termination of any Extension Period and upon the
payment of all accrued and unpaid interest and any Additional Interest then due
on any Interest Payment Date, the Corporation may elect to begin a new Extension
Period, subject to the above conditions. No interest or Additional Interest,
other than Additional Sums, shall be due and payable during an Extension Period,
except at the end thereof. The Corporation shall give the Holders of Securities
and the Trustee notice of its election to begin any such Extension Period at
least one Business Day prior to the record date for the next succeeding Interest
Payment Date on which interest on the Securities would be payable but for such
deferral or, with respect to the Securities issued to the Issuer Trust, so long
as any such Securities are held by the Issuer Trust, at least one Business Day
prior to the earlier of (i) the next succeeding date on which Distributions on
the Capital Securities would be payable but for such deferral, and (ii) the date
on which the Property Trustee is required to give notice to any securities
exchange or other applicable self-regulatory organization or to holders of the
Capital Securities of the record date or the date such Distributions are
payable.

         The Trustee shall promptly give notice of the Corporation's election to
begin any such Extension Period to the Holders of the Outstanding Securities.

         SECTION 3.13.  Right of Set-Off.

         So long as the Securities are held by the Issuer Trust, notwithstanding
anything to the contrary herein, the Corporation and the Guarantor shall have
the right to set off any payment it is otherwise required to make in respect of
any such Security or the related Guarantee, respectively, to the extent the
Corporation or the Guarantor has theretofore made, or is concurrently on the
date of such payment making, a payment under the Guarantee Agreement relating to
such Security or to a holder of Capital Securities pursuant to an action
undertaken under Section 5.9 of this Indenture.

         SECTION 3.14.  Agreed Tax Treatment.

         Each Security issued hereunder shall provide that the Corporation and,
by its acceptance of a Security or a beneficial interest therein, the Holder of,
and any Person that acquires a beneficial interest in, such Security agree that
for United States Federal, State and local tax purposes it is intended that such
Security constitutes indebtedness.

         SECTION 3.15.  CUSIP Numbers.

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



                                      -31-

<PAGE>


         SECTION 3.16.  Guarantee of Debt Securities.

         The Guarantor hereby irrevocably and unconditionally guarantees to each
Holder of a Security authenticated and delivered by the Trustee the due and
punctual payment of the principal of (including any amount in respect of
original issue discount), and any premium and interest (together with any
Additional Interest and Additional Sums payable pursuant to the terms of such
Security) on, such Security, provided for pursuant to the terms of such
Security, when and as the same shall become due and payable, whether at Stated
Maturity or upon redemption, acceleration or otherwise according to the terms of
such Security and of this Indenture. In case of default by the Corporation in
the payment of any such principal (including any amount in respect of original
issue discount), or any premium or interest (together with any Additional
Interest and Additional Sums payable pursuant to the terms of such Security),
the Guarantor agrees duly and punctually to pay the same. The Guarantor hereby
agrees that its obligations hereunder shall be as principal and not merely as
surety, and shall be absolute and unconditional irrespective of any invalidity,
irregularity or unenforceability of any such Security or this Indenture, any
failure to enforce the same or any waiver, modification, consent or indulgence
granted to the Corporation with respect thereto by the Holder of such Security
or the Trustee, or any other circumstances which may otherwise constitute a
legal or equitable discharge of a surety or guarantor. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the Corporation, the Trustee, the Issuer
Trust or a trustee of the Issuer Trust, any right to require a demand or
proceeding first against the Corporation, protest or notice with respect to any
such Security or the indebtedness evidenced thereby and all demands whatsoever,
and covenants that this guarantee will not be discharged as to any such Security
except by payment in full of the principal of (including any amount payable in
respect of original issue discount), and any premium and interest (together with
any Additional Interest and Additional Sums payable pursuant to the terms of
such Security) on, such Security.

         The indebtedness evidenced by the Guarantee is, to the extent provided
in this Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Debt, and the Guarantee is issued subject to the
provisions of this Indenture with respect thereto. Each Holder of the Guarantee,
by accepting the same, (a) shall agree to and shall be bound by such provisions,
(b) shall authorize and direct the Trustee on his or her behalf to take such
actions as may be necessary or appropriate to effectuate the subordination so
provided, and (c) shall appoint the Trustee his or her attorney-in-fact for any
and all such purposes. Each Holder shall waive all notice of the acceptance of
the subordination provisions contained in the Guarantee and in this Indenture by
each holder of Senior Debt, whether now outstanding or hereafter incurred, and
waives reliance by each such holder upon said provisions.

         All payments pursuant to the Guarantee shall be made without set-off,
counterclaim, fees, liabilities or similar deductions, and free and clear of,
and without deduction or withholding for, taxes, levies, imposts, duties,
charges or fees of whatsoever nature now or hereafter imposed, levied,
collected, deducted, withheld or assessed by or on behalf of the Commonwealth of
Puerto Rico or any political subdivision or taxing authority thereof or therein
("Taxes"). If the Guarantor or any agent thereof is required by law or
regulation to make any deduction or withholding for or on account of Taxes, the
Guarantor shall pay such additional amounts ("Additional Guarantee Payments") as
shall be necessary in order that the net amounts received pursuant to the
Guarantee by the Holders of Securities or the holders or beneficial owners of
any interest therein or rights in respect thereof after such deduction or
withholding shall equal the amount that would have been receivable thereunder in
the absence of such deduction or withholding, except that no such Additional
Guarantee Payments shall be payable:



                                      -32-

<PAGE>


             (a)        to any Holder of a Security or any interest therein or
         rights in respect thereof where such deduction or withholding is
         required by reason of such Holder having some connection with the
         Commonwealth of Puerto Rico or any political subdivision or taxing
         authority thereof or thereon other than the mere holding of a payment
         in respect of such Security;

             (b)        in respect of any deduction or withholding that would
         not have been required but for the presentation by the Holder of a
         Security for payment on a date more than 30 days after the date on
         which payment thereof is duly provided for; or

             (c)        in respect of any deduction or withholding that would
         not have been required but for the failure to comply with any
         certification, identification or other reporting requirements
         concerning the nationality, residence, identity or connection with the
         Commonwealth of Puerto Rico, or any political subdivision or taxing
         authority thereof or therein, of the Holder of a Security or any
         interest therein or rights in respect thereof, if compliance is
         required by the Commonwealth of Puerto Rico, or any political
         subdivision or taxing authority thereof or therein, as a precondition
         to exemption from such deduction or withholding.

         The Guarantor irrevocably waives any and all rights to which it may be
entitled, by operation of law or otherwise, upon making payment hereunder (i) to
be subrogated to the rights of a Holder against the Corporation with respect to
such payment or otherwise to be reimbursed, indemnified or exonerated by the
Corporation in respect thereof or (ii) to receive any payment, in the nature of
contribution or for any other reason, from any other obligor with respect to
such payment.

         The guarantee set forth in this Section shall not be valid or become
obligatory for any purpose with respect to a Security until the certificate of
authentication on such Security shall have been signed by the Trustee.

         SECTION 3.17.  Execution of Guarantees.

         To evidence its guarantee specified in Section 3.16 to the Holders of
Securities, the Guarantor hereby agrees to execute the Guarantees in
substantially the form above recited to be endorsed on each Security
authenticated and delivered by the Trustee. Such Guarantees shall be executed on
behalf of the Guarantor by its Chairman or its Vice Chairman or its President or
any Vice President prior to the authentication of the Security on which it is
endorsed, and the delivery of such Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of such
Guarantees on behalf of the Guarantor. Typographical and other minor errors or
defects in any such reproduction of any signature shall not affect the validity
or enforceability of any Guarantee that has been duly authenticated and
delivered by the Trustee.

         Such signatures may be the manual or facsimile signatures of such
officers and may be imprinted or otherwise reproduced on the Guarantees. In case
any officer of the Guarantor who shall have signed any of the Guarantees shall
cease to be an officer before the Security on which such Guarantees are endorsed
shall have been authenticated and delivered by the Trustee or disposed of by the
Corporation, such Security nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Guarantees had not ceased to be
such officer, and any Guarantees may be signed on behalf of the Guarantor by
such persons as, at the actual date of the execution of such Guarantees, shall
be the proper officers of the Guarantor, although at the date of such Security
or of the execution of this Indenture any such person was not such an officer.



                                      -33-

<PAGE>


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         SECTION 4.1.   Satisfaction and Discharge of Indenture.

         This Indenture shall, upon Corporation Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and as otherwise provided
in this Section 4.1) and the Trustee, on demand of and at the expense of the
Corporation, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

         (1)    either

                (A)     all Securities theretofore authenticated and delivered
         (other than (i) Securities that have been destroyed, lost or stolen and
         that have been replaced or paid as provided in Section 3.7 and (ii)
         Securities for whose payment money has theretofore been deposited in
         trust or segregated and held in trust by the Corporation and thereafter
         repaid to the Corporation or discharged from such trust, as provided in
         Section 10.3) have been delivered to the Trustee for cancellation; or

                (B)     all such Securities not theretofore delivered to the
         Trustee for cancellation

                        (i)     have become due and payable, or

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

                        (iii)   are to be called for redemption within one year

                under arrangements satisfactory to the Trustee for the giving of
                notice of redemption by the Trustee in the name, and at the
                expense, of the Corporation,

         and the Corporation, in the case of subclause (B)(i), (ii) or (iii)
         above, has irrevocably deposited or caused to be deposited with the
         Trustee as trust funds in trust for such purpose an amount in the
         currency or currencies in which the Securities are payable sufficient
         to pay and discharge the entire indebtedness on such Securities not
         theretofore delivered to the Trustee for cancellation, for principal
         (and premium, if any) and interest (including any Additional Interest)
         to the date of such deposit (in the case of Securities that have become
         due and payable) or to the Stated Maturity or Redemption Date, as the
         case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Corporation and the Guarantor to the Trustee under Section
6.7, the obligations of the Trustee to any Authenticating Agent under Section
6.14 and, if money shall have been irrevocably deposited with the Trustee
pursuant to





                                      -34-

<PAGE>


subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 4.2 and the last paragraph of Section 10.3 shall survive.

         SECTION 4.2.   Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by the Trustee, in accordance with the provisions of the Securities
and Guarantees and this Indenture, to the payment, either directly or through
any Paying Agent (including the Corporation acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest (including any Additional Interest) for the
payment of which such money or obligations have been deposited with or received
by the Trustee.

                                   ARTICLE V

                                    REMEDIES

         SECTION 5.1.   Debenture Event of Default

         "Debenture Event of Default", wherever used herein with respect to the
Securities, means any of the following events (whatever the reason for such
Debenture Event of Default and whether it shall be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

         (1)    default in the payment of any interest upon any Security,
including any Additional Interest in respect thereof, when it becomes due and
payable, and continuance of such default for a period of 30 days following the
deferral of such interest for 10 consecutive semi-annual periods; or

         (2)    the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Corporation or the Guarantor a bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization of the
Corporation or the Guarantor under the Bankruptcy Code or any other similar
applicable Federal or State law, which decree or order shall have continued
undischarged and unstayed for a period of 60 days; or the entry of a decree or
order of a court having jurisdiction in the premises for the appointment of a
receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the
Corporation or the Guarantor or of its property, or for the winding up or
liquidation of its affairs, which decree or order shall have continued
undischarged and unstayed for a period of 60 days; or

         (3)    the commencement by the Corporation or the Guarantor of
voluntary proceedings to be adjudicated a bankrupt, or consent by the
Corporation or the Guarantor to the filing of a bankruptcy proceeding against
it, or the filing by the Corporation or the Guarantor of a petition or answer or
consent seeking reorganization under the Bankruptcy Code or any other similar
Federal or State law, or consent by the Corporation or the Guarantor to the
filing of any such petition, or the consent by the Corporation or the Guarantor
to the appointment of a receiver or liquidator or trustee or assignee in
bankruptcy or insolvency of it or of its property, or the making by the
Corporation or the Guarantor of an assignment for the benefit of creditors, or
the admission by the Corporation or the Guarantor in writing of its inability to
pay its debts generally as they become due.



                                      -35-

<PAGE>


         SECTION 5.2.   Debenture Default.

         "Debenture Default", wherever used herein with respect to the
Securities, means any event that is a Debenture Event of Default or any one of
the following events (whatever the reason for such Debenture Default and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

         (1)    default in the payment of any interest upon any Security,
including any Additional Interest in respect thereof, when it becomes due and
payable, and continuance of such default for a period of 30 days (subject to the
deferral of any due date in the case of an Extension Period); or

         (2)    default in the payment of the principal of (or premium, if any,
on) any Security at its Maturity; or

         (3)    failure on the part of the Corporation or the Guarantor duly to
observe or perform any other of the covenants or agreements on the part of the
Corporation or the Guarantor, respectively, in the Securities or the Guarantees
endorsed thereon or in this Indenture for a period of 90 days after the date on
which written notice of such failure, requiring the Corporation or the
Guarantor, as the case may be, to remedy the same, shall have been given to the
Corporation and the Guarantor by the Trustee by registered or certified mail or
to the Corporation, the Guarantor and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities.

         SECTION 5.3.   Acceleration of Maturity; Rescission and Annulment.

         If a Debenture Event of Default specified in Section 5.1(1) with
respect to the Securities at the time Outstanding occurs and is continuing, then
and in every such case the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities may declare the
principal amount of all the Securities to be due and payable immediately, by a
notice in writing to the Corporation and the Guarantor (and to the Trustee if
given by Holders), provided that, so long as the Securities are held by the
Issuer Trust, if, upon such Debenture Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
fail to declare the principal of all the Outstanding Securities to be
immediately due and payable, the holders of at least 25% in aggregate
Liquidation Amount of the corresponding Capital Securities then outstanding
shall have the right to make such declaration by a notice in writing to the
Corporation, the Guarantor and the Trustee; and upon any such declaration such
principal amount (or specified portion thereof) of and the accrued interest
(including any Additional Interest) on all the Securities shall become
immediately due and payable. If a Debenture Event of Default specified in
Section 5.1(2) or 5.1(3) with respect to the Securities at the time Outstanding
occurs, the principal amount of all the Securities shall automatically, and
without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable. Payment of principal and interest
(including any Additional Interest) on such Securities shall remain subordinated
to the extent provided in Article XII notwithstanding that such amount shall
become immediately due and payable as herein provided.

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



                                      -36-

<PAGE>


         (1)    the Corporation or the Guarantor has paid or deposited with the
Trustee a sum sufficient to pay:

         (A)    all overdue installments of interest on all the Securities,

         (B)    any Additional Sums and accrued Additional Interest on all
Securities,

         (C)    the principal of (and premium, if any, on) any Securities which
have become due otherwise than by such declaration of acceleration and interest
and Additional Interest thereon at the rate borne by the Securities, and

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

         (2)    all Events of Default with respect to Securities, other than the
non-payment of the principal of the Securities which has become due solely by
such acceleration, have been cured or waived as provided in Section 5.14.

         In the case of Securities held by the Issuer Trust, if the Holders of
such Securities fail to annul such declaration and waive such default, the
holders of a majority in aggregate Liquidation Amount of the corresponding
Capital Securities then outstanding shall also have the right to rescind and
annul such declaration and its consequences by written notice to the
Corporation, the Guarantor and the Trustee, subject to the satisfaction of the
conditions set forth in Clauses (1) and (2) above of this Section 5.3.

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

         SECTION 5.4.   Collection of Indebtedness and Suits for Enforcement by
Trustee.

         Each of the Corporation and the Guarantor covenants that if:

         (1)    default is made in the payment of any installment of interest
(including any Additional Interest) on any Security when such interest becomes
due and payable and such default continues for a period of 30 days, or

         (2)    default is made in the payment of the principal of (and premium,
if any, on) any Security at the Maturity thereof,

         the Corporation and the Guarantor will, upon demand of the Trustee, pay
to the Trustee, for the benefit of the Holders of such Securities, the whole
amount then due and payable on such Securities for principal (and premium, if
any) and interest (including any Additional Interest), and, in addition thereto,
all amounts owing the Trustee under Section 6.7.

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



                                      -37-

<PAGE>


         If a Debenture Default with respect to the Securities occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy; provided, however, that in the event of a
Debenture Default that is not a Debenture Event of Default, there is no right to
declare the principal amount of the Securities immediately payable.

         SECTION 5.5.   Trustee May File Proofs of Claim.

         In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Corporation or the Guarantor (or any other obligor
upon the Securities), or the property of the Corporation or the Guarantor or of
such other obligor or their creditors,

             (a)        the Trustee (irrespective of whether the principal of
         the Securities shall then be due and payable as therein expressed or by
         declaration or otherwise and irrespective of whether the Trustee shall
         have made any demand on the Corporation or the Guarantor for the
         payment of overdue principal (and premium, if any) or interest
         (including any Additional Interest)) shall be entitled and empowered,
         by intervention in such proceeding or otherwise,

                        (i)     to file and prove a claim for the whole amount
             of principal (and premium, if any) and interest (including any
             Additional Interest) owing and unpaid in respect to the Securities
             and to file such other papers or documents as may be necessary or
             advisable and to take any and all actions as are authorized under
             the Trust Indenture Act in order to have the claims of the Holders
             and any predecessor to the Trustee under Section 6.7 allowed in any
             such judicial proceedings; and

                        (ii)    in particular, the Trustee shall be authorized
             to collect and receive any moneys or other property payable or
             deliverable on any such claims and to distribute the same in
             accordance with Section 5.7; and

             (b)        any custodian, receiver, assignee, trustee, liquidator,
         sequestrator (or other similar official) in any such judicial
         proceeding is hereby authorized by each Holder to make such payments to
         the Trustee for distribution in accordance with Section 5.7, 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 and
         any predecessor Trustee under Section 6.7.

         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 Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

         SECTION 5.6.   Trustee May Enforce Claim Without Possession of
Securities.

         All rights of action and claims under this Indenture or the Securities
or the Guarantees may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the Guarantees




                                      -38-

<PAGE>


or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, subject to Article XII
and after provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 6.7, its agents and counsel, be for the
ratable benefit of the Holders of Securities in respect of which such judgment
has been recovered.

         SECTION 5.7.   Application of Money Collected.

         Any money or property collected or to be applied by the Trustee with
respect to the Securities or the Guarantees thereon pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money or property on account of
principal (or premium, if any) or interest (including any Additional Interest),
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.7;

         SECOND: Subject to Article XII, to the payment of the amounts then due
and unpaid upon the Securities for principal (and premium, if any) and interest
(including any Additional Interest) in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Securities for
principal (and premium, if any) and interest (including any Additional
Interest), respectively; and

         THIRD: The balance, if any, to the Person or Persons entitled thereto.

         SECTION 5.8.   Limitation on Suits.

         Subject to Section 5.9, no Holder of Securities shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture
or for the appointment of a receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) or for any other remedy hereunder,
unless:

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or




                                      -39-

<PAGE>


prejudice the rights of any other Holders of Securities, or to obtain or to seek
to obtain priority or preference over any other of such Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all such Holders.

         SECTION 5.9.   Unconditional Right of Holders to Receive Principal,
Premium and Interest; Direct Action by Holders of Capital Securities.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Sections 3.8 and 3.12) interest (including any Additional Interest) on such
Security on the respective Stated Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder. So long as the Securities are held by the Issuer
Trust, any registered holder of the corresponding Capital Securities shall have
the right, upon the occurrence of a Debenture Default, to institute a suit
directly against the Corporation or the Guarantor for enforcement of payment to
such holder of principal of (premium, if any) and (subject to Sections 3.8 and
3.12) interest (including any Additional Interest) on the Securities having a
principal amount equal to the aggregate Liquidation Amount of such Capital
Securities held by such holder.

         SECTION 5.10.  Restoration of Rights and Remedies.

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

         SECTION 5.11.  Rights and Remedies Cumulative.

         Except as otherwise provided in the last paragraph of Section 3.7, no
right or remedy herein conferred upon or reserved to the Trustee or the Holders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         SECTION 5.12.  Delay or Omission Not Waiver.

         No delay or omission of the Trustee, any Holder of any Security or any
holder of any Capital Security to exercise any right or remedy accruing upon any
Debenture Default shall impair any such right or remedy or constitute a waiver
of any such Debenture Default or an acquiescence therein.

         Every right and remedy given by this Article or by law to the Trustee
or to the Holders and the right and remedy given to the holders of Capital
Securities by Section 5.9 may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee, the Holders or the holders of Capital
Securities, as the case may be.




                                      -40-

<PAGE>


         SECTION 5.13.  Control by Holders.

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

         (1)    such direction shall not be in conflict with any rule of law or
with this Indenture,

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

         (3)    subject to the provisions of Section 6.1, the Trustee shall have
the right to decline to follow such direction if a Responsible Officer or
Officers of the Trustee shall, in good faith, determine that the proceeding so
directed would be unjustly prejudicial to the Holders not joining in any such
direction or would involve the Trustee in personal liability.

         SECTION 5.14.  Waiver of Past Defaults.

         The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities affected thereby and, in the case of any
Securities held by the Issuer Trust, the holders of a majority in aggregate
Liquidation Amount of the Capital Securities may waive any past default
hereunder and its consequences with respect to the Securities except a default:

         (1)    in the payment of the principal of (or premium, if any) or
interest (including any Additional Interest) on any Security (unless such
default has been cured and the Corporation or Guarantor has paid to or deposited
with the Trustee a sum sufficient to pay all matured installments of interest
(including any Additional Interest) and all principal of (and premium, if any,
on) all Securities due otherwise than by acceleration), or

         (2)    in respect of a covenant or provision hereof that under Article
IX cannot be modified or amended without the consent of each Holder of any
Outstanding Security affected.

         Any such waiver shall be deemed to be on behalf of the Holders of all
the Securities or, in the case of a waiver by holders of Capital Securities, by
all holders of Capital Securities.

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

         SECTION 5.15.  Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to




                                      -41-

<PAGE>


any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in aggregate principal
amount of the Outstanding Securities, or to any suit instituted by any Holder or
registered holder of Capital Securities for the enforcement of the payment of
the principal of (or premium, if any) or interest (including any Additional
Interest) on any Security on or after the respective Stated Maturities expressed
in such Security.

         SECTION 5.16.  Waiver of Usury, Stay or Extension Laws.

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

                                   ARTICLE VI

                                   THE TRUSTEE

         SECTION 6.1.   Certain Duties and Responsibilities.

         (a)    Except during the continuance of a Debenture Default,

         (1)    the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and

         (2)    in the absence of bad faith on 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; but in the case of
any such certificates or opinions that by any provisions hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture.

         (b)    In case a Debenture Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

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

         (1)    this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

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



                                      -42-

<PAGE>


         (3)    the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
Holders pursuant to Section 5.13 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture with respect
to the Securities.

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

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

         SECTION 6.2.   Notice of Defaults.

         Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to the
Securities, the Trustee shall transmit by mail to all Holders of Securities, as
their names and addresses appear in the Securities Register, notice of such
default, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest (including any Additional Interest) on any
Security, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of
Securities; and provided, further, that, in the case of any default of the
character specified in Section 5.2(3), no such notice to Holders of Securities
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event that is, or after
notice or lapse of time or both would become, a Debenture Default with respect
to the Securities.

         SECTION 6.3.   Certain Rights of Trustee.

         Subject to the provisions of Section 6.1:

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

         (b)    any request or direction of the Corporation or the Guarantor
mentioned herein shall be sufficiently evidenced by a Corporation or Guarantor
Request or Corporation or Guarantor Order and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;

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



                                      -43-

<PAGE>


         (d)    the Trustee may consult with counsel and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

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

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

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

         SECTION 6.4.   Not Responsible for Recitals or Issuance of Securities.

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

         SECTION 6.5.   May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Securities
Registrar or any other agent of the Corporation or the Guarantor, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 6.8 and 6.13, may otherwise deal with the Corporation
or the Guarantor with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

         SECTION 6.6.   Money Held in Trust.

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

         SECTION 6.7.   Compensation and Reimbursement.

         Each of the Corporation and the Guarantor agrees



                                      -44-

<PAGE>


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

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

         (3)    to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense (including the reasonable compensation and the
expenses and disbursements of its agents and counsel) incurred without
negligence or bad faith, arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. This indemnification shall survive the termination of this
Indenture.

         When the Trustee incurs expenses or renders services after a Debenture
Event of Default specified in Section 5.1(2) or 5.1(3) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

         SECTION 6.8.   Disqualification; Conflicting Interests.

         (a)    The Trustee for the Securities issued hereunder shall be subject
to the provisions of Section 310(b) of the Trust Indenture Act. Nothing herein
shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of said Section 310(b).

         (b)    The Trust Agreement and the Guarantee Agreement shall be deemed
to be specifically described in this Indenture for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.

         SECTION 6.9.   Corporate Trustee Required; Eligibility.

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

         (a)    a corporation organized and doing business under the laws of the
United States or of any State or Territory or the District of Columbia or the
Commonwealth of Puerto Rico, authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by Federal, State,
Territorial, District of Columbia or Puerto Rican authority, or

         (b)    a corporation or other Person organized and doing business under
the laws of a foreign government that is permitted to act as Trustee pursuant to
a rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees, in either case having a combined capital and
surplus of at least $50,000,000, subject to supervision or examination by
Federal or State authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then, for the purposes of this




                                      -45-

<PAGE>


Section 6.9, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.9, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VI. Neither the Corporation, the Guarantor nor any Person directly or
indirectly controlling, controlled by or under common control with the
Corporation or the Guarantor shall serve as Trustee for the Securities issued
hereunder.

         SECTION 6.10.  Resignation and Removal; Appointment of Successor.

         (a)    No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article VI shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

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

         (c)    The Trustee may be removed at any time by Act of the Holders of
a majority in aggregate principal amount of the Outstanding Securities,
delivered to the Trustee and to the Corporation and the Guarantor.

         (d)    If at any time:

         (1)    the Trustee shall fail to comply with Section 6.8 after written
request therefor by the Corporation, the Guarantor or by any Holder who has been
a bona fide Holder of a Security for at least six months, or

         (2)    the Trustee shall cease to be eligible under Section 6.9 and
shall fail to resign after written request therefor by the Corporation, the
Guarantor or by any such Holder, or

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

then, in any such case, (i) the Corporation, acting pursuant to the authority of
a Board Resolution, may remove the Trustee, or (ii) subject to Section 5.15, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of such Holder and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee or Trustees.

         (e)    If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Corporation, by a Board Resolution, shall promptly appoint a successor Trustee.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in aggregate principal amount of the Outstanding
Securities delivered to the Corporation, the Guarantor and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such





                                      -46-

<PAGE>


appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Corporation. If no successor Trustee shall have been so
appointed by the Corporation or the Holders and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona fide Holder of a
Security for at least six months may, subject to Section 5.15, on behalf of such
Holder and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities.

         (f)    The Corporation shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities as their names and addresses appear in the Securities
Register. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.

         SECTION 6.11.  Acceptance of Appointment by Successor.

         (a)    Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Corporation, the Guarantor and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Corporation, the Guarantor or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

         (b)    Upon request of any such successor Trustee, the Corporation and
the Guarantor shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all rights, powers and
trusts referred to in paragraph (a) of this Section.

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

         SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
Business.

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



                                      -47-

<PAGE>


         SECTION 6.13.  Preferential Collection of Claims Against Corporation or
Guarantor.

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

         SECTION 6.14.  Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents, which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.6, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Corporation and shall at all times be a corporation organized
and doing business under the laws of the United States, or of any State or
Territory thereof or the District of Columbia or the Commonwealth of Puerto
Rico, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal, State, Territorial, District of Columbia
or Puerto Rican authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Corporation and the Guarantor. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Corporation and the
Guarantor. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent, which shall be acceptable to the
Corporation and shall give notice of such appointment in the manner provided in
Section 1.6 to all Holders of Securities. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provision of this Section.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.7.



                                      -48-

<PAGE>


         If an appointment is made pursuant to this Section, the Securities may
have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

         This is one of the Securities described in the within-mentioned
Indenture.

Dated:

                                        THE BANK OF NEW YORK MELLON,
                                        as Trustee


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


                                        By:
                                           -------------------------------------
                                                   Authorized officer


                                  ARTICLE VII

              HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION

         SECTION 7.1.   Corporation to Furnish Trustee Names and Addresses of
Holders.

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

             (a)        semi-annually, on or before June 30 and December 31 of
         each year, a list, in such form as the Trustee may reasonably require,
         of the names and addresses of the Holders as of a date not more than 15
         days prior to the delivery thereof, and

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

in each case to the extent such information is in the possession or control of
the corporation and has not otherwise been received by the Trustee in its
capacity as Securities Registrar.

         SECTION 7.2.   Preservation of Information, Communications to Holders.

         (a)    The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1 and the names
and addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.



                                      -49-

<PAGE>


         (b)    The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

         (c)    Every Holder of Securities, by receiving and holding the same,
agrees with the Corporation, the Guarantor and the Trustee that none of the
Corporation, the Guarantor nor the Trustee nor any agent of any of them shall be
held accountable by reason of the disclosure of information as to the names and
addresses of the Holders made pursuant to the Trust Indenture Act.

         SECTION 7.3.   Reports by Trustee.

         (a)    The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act, at the times and in the manner provided pursuant
thereto.

         (b)    Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted no later than January 31 in each
calendar year.

         (c)    A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each securities exchange
upon which any Securities are listed and also with the Commission. The
Corporation will notify the Trustee when any Securities are listed on any
securities exchange.

         SECTION 7.4.   Reports by Corporation.

         The Corporation and the Guarantor shall file with the Trustee and with
the Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided in the Trust Indenture
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is
required to be filed with the Commission. Notwithstanding that the Guarantor may
not be required to remain subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, the Guarantor shall continue to file with the
Commission and provide the Trustee with the annual reports and the information,
documents and other reports which are specified in Sections 13 and 15(d) of the
Exchange Act. The Corporation and the Guarantor also shall comply with the other
provisions of Trust Indenture Act Section 314(a).

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 8.1.   Corporation and Guarantor May Consolidate, Etc., Only on
Certain Terms.

         Neither the Guarantor nor the Corporation shall consolidate with or
merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and no Person shall
consolidate with or merge into the Guarantor or the Corporation or convey,
transfer or lease its properties and assets substantially as an entirety to the
Guarantor or the Corporation, unless:



                                      -50-

<PAGE>


         (1)    if the Guarantor or the Corporation shall consolidate with or
merge into another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the corporation formed by such
consolidation or into which the Guarantor or the Corporation is merged or the
Person that acquires by conveyance or transfer, or that leases, the properties
and assets of the Guarantor or the Corporation substantially as an entirety
shall be a corporation, partnership or trust organized and existing under the
laws of the United States or any State or Territory thereof or the District of
Columbia or the Commonwealth of Puerto Rico and shall, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, (i) in the case of the Guarantor, expressly guarantee, or (ii)
in the case of the Corporation, expressly assume, the due and punctual payment
of the principal of (and premium, if any) and interest (including any Additional
Interest) on all the Securities and the performance of every covenant of this
Indenture on the part of the Guarantor or the Corporation, as the case may be,
to be performed or observed (and in the event such Person is organized and
existing under the laws of the Commonwealth of Puerto Rico, such Person accepts
the additional obligation to make such payments without withholding of, or
deduction for, any taxes, of whatever nature imposed or levied by or on behalf
of the Commonwealth of Puerto Rico);

         (2)    immediately after giving effect to such transaction, no
Debenture Default, and no event that, after notice or lapse of time, or both,
would constitute a Debenture Default, shall have happened and be continuing; and

         (3)    the Guarantor or the Corporation, as the case may be, has
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, conveyance, transfer or lease and
any such supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with; and the Trustee, subject to Section 6.1, may rely upon such Officers'
Certificate and Opinion of Counsel as conclusive evidence that such transaction
complies with this Section 8.1.

         SECTION 8.2.   Successor Corporation Substituted.

         Upon any consolidation or merger by the Guarantor or the Corporation,
as the case may be, with or into any other Person, or any conveyance, transfer
or lease by the Guarantor or the Corporation of its properties and assets
substantially as an entirety to any Person in accordance with Section 8.1, the
successor corporation formed by such consolidation or into which the Guarantor
or the Corporation, as the case may be, is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Guarantor or the Corporation, as the case
may be, under this Indenture with the same effect as if such successor Person
had been named as the Guarantor or the Corporation, as the case may be, herein;
and in the event of any such conveyance, transfer or lease the Guarantor or the
Corporation, as the case may be, shall be discharged from all obligations and
covenants under this Indenture and the Securities and the Guarantees, as the
case may be.

         Such successor Person may cause to be executed, and may issue either in
its own name or in the name of the Corporation, any or all of the Securities
issuable hereunder that theretofore shall not have been signed by the
Corporation, and having endorsed thereon Guarantees duly executed by the
Guarantor, and delivered to the Trustee; and, upon the order of such successor
Person instead of the Corporation and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities having endorsed thereon Guarantees duly executed by
the Guarantor, that previously shall have been signed and delivered by the
officers of the Corporation to the Trustee for authentication pursuant to such
provisions and any Securities that such successor Person thereafter shall cause
to be executed and delivered to the Trustee on its behalf for the purpose
pursuant to




                                      -51-

<PAGE>


such provisions. All the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture.

         In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         SECTION 9.1.   Supplemental Indentures without Consent of Holders.

         Without the consent of any Holders, the Corporation and the Guarantor,
when authorized by Board Resolutions, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

             (1)        to evidence the succession of another Person to the
         Corporation or the Guarantor, and the assumption by any such successor
         of the covenants of the Corporation or Guarantor herein and in the
         Securities and Guarantees contained; or

             (2)        to convey, transfer, assign, mortgage or pledge any
         property to or with the Trustee or to surrender any right or power
         herein conferred upon the Corporation or Guarantor; or

             (3)        to add to the covenants of the Corporation or the
         Guarantor for the benefit of the Holders of Securities or to surrender
         any right or power herein conferred upon the Corporation or the
         Guarantor; or

             (4)        to add any additional Debenture Events of Default and
         Debenture Defaults for the benefit of the Holders of Securities; or

             (5)        to cure any ambiguity, to correct or supplement any
         provision herein that may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture, provided that such
         action pursuant to this clause (5) shall not adversely affect the
         interest of the Holders of Securities in any material respect or, for
         so long as any of the Capital Securities shall remain outstanding, the
         holders of such Capital Securities; or

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

             (7)        to comply with the requirements of the Commission in
         order to effect or maintain qualification of this Indenture under the
         Trust Indenture Act.

         SECTION 9.2.   Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Corporation, the Guarantor and the




                                      -52-

<PAGE>


Trustee, the Corporation, when authorized by a Board Resolution, the Guarantor,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security,

         (1)    except to the extent permitted by Section 3.11 with respect to
the deferral of the payment of interest on the Securities, change the Stated
Maturity of the principal of, or any installment of interest (including any
Additional Interest) on, any Security, or reduce the principal amount thereof or
the rate of interest thereon or any premium payable upon the redemption thereof,
or change the Redemption Date, redemption events or Redemption Prices, or change
the place of payment where, or the coin or currency in which, any Security or
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date), or

         (2)    reduce the percentage in aggregate principal amount of the
Outstanding Securities, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or

         (3)    modify any of the provisions of this Section, Section 5.4 or
Section 10.5, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Security affected thereby;

provided, further, that, so long as any of the Capital Securities remains
outstanding, (i) no such modification or amendment shall be made that adversely
affects the holders of such Capital Securities in any material respect, and no
termination of this Indenture shall occur, and no waiver of any Debenture
Default or compliance with any covenant under this Indenture shall be effective,
without the prior consent of the holders of at least a majority of the aggregate
Liquidation Amount of such Capital Securities then outstanding unless and until
the principal of (and premium, if any, on) the Securities and all accrued and
(subject to Section 3.8) unpaid interest (including any Additional Interest)
thereon have been paid in full, and (ii) no amendment shall be made to Section
5.9 of this Indenture that would impair the rights of the holders of Capital
Securities provided therein without the prior consent of the holders of each
Capital Security then outstanding unless and until the principal of (and
premium, if any, on) the Securities and all accrued and (subject to Section
3.12) unpaid interest (including any Additional Interest) thereon have been paid
in full.

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

         SECTION 9.3.   Execution of Supplemental Indentures.

         In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, and
that all conditions precedent herein provided for relating to




                                      -53-

<PAGE>


such action have been complied with. The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

         SECTION 9.4.   Effect of Supplemental Indentures.

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

         SECTION 9.5.   Conformity with Trust Indenture Act.

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

         SECTION 9.6.   Reference in Securities to Supplemental Indentures.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Corporation, bear a notation in form approved by the Corporation as to any
matter provided for in such supplemental indenture. If the Corporation shall so
determine, new Securities so modified as to conform, in the opinion of the
Corporation, to any such supplemental indenture may be prepared and executed by
the Corporation and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

                                   ARTICLE X

                                    COVENANTS

         SECTION 10.1.  Payment of Principal, Premium and Interest.

         The Corporation covenants and agrees that it will duly and punctually
pay the principal of (and premium, if any) and interest (including any
Additional Interest) on the Securities in accordance with the terms of such
Securities and this Indenture.

         SECTION 10.2.  Maintenance of Office or Agency.

         The Corporation will maintain in each Place of Payment for the
Securities an office or agency where Securities may be presented or surrendered
for payment, where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Corporation in respect of
the Securities and this Indenture may be served. The Corporation initially
appoints the Trustee, acting through its Corporate Trust Office, as its agent
for said purposes. The Corporation will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any
time the Corporation shall fail to maintain such 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, and the Corporation hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.


                                      -54-

<PAGE>



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

         SECTION 10.3.  Money for Security Payments to be Held in Trust.

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

         Whenever the Corporation shall have one or more Paying Agents, it will,
prior to 10:00 a.m., New York City time, on each due date of the principal of
(or premium, if any) or interest (including any Additional Interest) on any
Securities, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest (including any Additional Interest) so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal (and premium, if any) or interest (including any
Additional Interest), and (unless such Paying Agent is the Trustee) the
Corporation will promptly notify the Trustee of its failure so to act.

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

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

             (2)        give the Trustee notice of any default by the
         Corporation (or any other obligor upon such Securities) in the making
         of any payment of principal (and premium, if any) or interest
         (including any Additional Interest);

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

             (4)        comply with the provisions of the Trust Indenture Act
         applicable to it as a Paying Agent.

         The Corporation may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Corporation Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Corporation or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the
Corporation or such Paying




                                      -55-

<PAGE>


Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Corporation in trust for the payment of the principal of (and premium, if
any) or interest (including any Additional Interest) on any Security and
remaining unclaimed for two years after such principal (and premium, if any) or
interest has become due and payable shall (unless otherwise required by
mandatory provision of applicable escheat or abandoned or unclaimed property
law) be paid on Corporation Request to the Corporation, or (if then held by the
Corporation) shall (unless otherwise required by mandatory provision of
applicable escheat or abandoned or unclaimed property law) be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Corporation for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Corporation 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 Corporation cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Corporation.

         SECTION 10.4.  Statement as to Compliance.

         Each of the Corporation and the Guarantor shall deliver to the Trustee,
within 120 days after the end of each fiscal year of the Corporation or the
Guarantor, respectively, ending after the date hereof, an Officers' Certificate
covering the preceding calendar year, stating whether or not to the best
knowledge of the signers thereof the Corporation or the Guarantor, respectively,
is in default in the performance, observance or fulfillment of or compliance
with any of the terms, provisions, covenants and conditions of this Indenture,
and if the Corporation or the Guarantor, respectively, shall be in default,
specifying all such defaults and the nature and status thereof of which they may
have knowledge. For the purpose of this Section 10.4, compliance shall be
determined without regard to any grace period or requirement of notice provided
pursuant to the terms of this Indenture.

         SECTION 10.5.  Waiver of Certain Covenants.

         Subject to the rights of holders of Capital Securities specified in
Section 9.2, if any, the Corporation or the Guarantor, as the case may be, may
omit in any particular instance to comply with any covenant or condition
provided pursuant to Section 9.1(3) with respect to the Securities, if before or
after the time for such compliance the Holders of at least a majority in
aggregate principal amount of the Outstanding Securities shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the
Corporation or the Guarantor, as the case may be, in respect of any such
covenant or condition shall remain in full force and effect.

         SECTION 10.6.  Additional Sums.

         If, at any time while the Issuer Trust is the Holder of the Securities,
the Issuer Trust is required to pay any Additional Taxes, the Corporation shall
pay any and all additional amounts ("Additional Sums") that are required so that
the amounts then due and payable by the Issuer Trust on the Capital Securities


                                      -56-

<PAGE>


and Common Securities that at any time remain outstanding in accordance with the
terms thereof shall not be reduced as a result of such Additional Taxes.
Whenever in this Indenture, the Securities or the Guarantees there is a
reference in any context to the payment of principal of or interest on the
Securities, such mention shall be deemed to include mention of the payments of
the Additional Sums provided for in this paragraph to the extent that, in such
context, Additional Sums are, were or would be payable in respect thereof
pursuant to the provisions of this paragraph and express mention of the payment
of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made; provided, however, that the deferral of the payment
of interest pursuant to Section 3.12 or the Securities shall not defer the
payment of any Additional Sums that may be due and payable.

         SECTION 10.7.  Additional Covenants.

         Each of the Corporation and the Guarantor covenants and agrees with
each Holder of Securities that it shall not, and shall not permit any of its
subsidiaries, (x) declare or pay any dividends or distributions on, or redeem
purchase, acquire or make a liquidation payment with respect to, any shares of
the Corporation's or the Guarantor's capital stock, or (y) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Corporation or the Guarantor (including other
Securities) that rank pari passu in all respects with or junior in interest to
the Securities or the Guarantees, respectively, or (z) make any guarantee
payments with respect to any guarantee by the Corporation or the Guarantor of
the debt securities of any Subsidiary of the Corporation or the Guarantor if
such guarantee ranks pari passu with or junior in interest to the Securities or
the Guarantees (other than (a) repurchases, redemptions or other acquisitions of
shares of capital stock of the Corporation or the Guarantor in connection with
any employment contract, benefit plan or other similar arrangement with or for
the benefit of any one or more employees, officers, directors, consultants or
independent contractors, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Corporation or the Guarantor (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as a
result of an exchange or conversion of any class or series of the Corporation's
or the Guarantor's capital stock (or any capital stock of a Subsidiary of the
Corporation or the Guarantor) for any class or series of the Corporation's or
the Guarantor's capital stock, respectively, or of any class or series of the
Corporation's or the Guarantor's indebtedness for any class or series of the
Corporation's or the Guarantor's capital stock, respectively, (c) the purchase
of fractional interests in shares of the Corporation's or the Guarantor's
capital stock, respectively, pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged, (d) any
declaration of a dividend in connection with any Rights Plan, or the issuance of
rights, stock or other property under any Rights Plan, or the redemption or
repurchase of rights pursuant thereto or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock) if at such time (i) there shall have occurred any event (A) of which
the Corporation or the Guarantor has actual knowledge that would constitute a
Debenture Default with respect to the Securities, and (B) which the Corporation
and the Guarantor shall not have taken reasonable steps to cure, (ii) if the
Securities are held by the Issuer Trust, the Corporation or the Guarantor shall
be in default with respect to its payment of any obligations under the Guarantee
Agreement relating to the Capital Securities, or the Guarantor shall be in
default with respect to its payment of any obligations under the Guarantees or
(iii) the Corporation shall have given notice of its election to begin an
Extension Period with respect to the Securities as provided herein and shall not
have rescinded such notice, or such Extension Period, or any extension thereof,
shall be continuing.




                                      -57-

<PAGE>


         The Corporation also covenants with each Holder of Securities issued to
the Issuer Trust (i) to hold, directly or indirectly, 100% of the Common
Securities, provided that any permitted successor of the Corporation hereunder
may succeed to the Corporation's ownership of the Common Securities, (ii) as
holder of the Common Securities, not to voluntarily terminate, wind-up or
liquidate the Issuer Trust, other than (a) in connection with a distribution of
the Securities to the holders of the Capital Securities in liquidation of the
Issuer Trust, or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the Trust Agreement, and (iii) to use its reasonable
efforts, consistent with the terms and provisions of the Trust Agreement, to
cause the Issuer Trust to be characterized as a grantor trust for United States
Federal income tax purposes and to not be required to register as an "investment
company" under the Investment Company Act.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

         SECTION 11.1.  Applicability of This Article.

         Redemption of Securities as permitted or required by the form of
Security issued pursuant to this Indenture shall be made in accordance with the
form of Security and this Article; provided, however, that if any provision of
the form of Security shall conflict with any provision of this Article, the
provision of the form of Security shall govern. Each Security shall be subject
to partial redemption only in the amount of $1,000 or any integral multiples
thereof.

         SECTION 11.2.  Election to Redeem; Notice to Trustee.

         The election of the Corporation to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Corporation of less than all Securities, the Corporation shall,
not less than 30 nor more than 60 days prior to the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
date and of the principal amount of Securities to be redeemed and provide the
additional information required to be included in the notice or notices
contemplated by Section 11.4; provided that in the case of any Securities held
by the Issuer Trust, such notice shall be given to the Property Trustee under
the Trust Agreement, not less than 45 nor more than 75 days prior to such
Redemption Date (unless a shorter notice shall be satisfactory to the Property
Trustee under the Trust Agreement). In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities, the Corporation shall furnish the Trustee with an
Officers' Certificate and an Opinion of Counsel evidencing compliance with such
restriction.

         SECTION 11.3.  Selection of Securities to be Redeemed.

         If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security, provided that the unredeemed portion of
the principal amount of any Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such
Security.



                                      -58-

<PAGE>


         The Trustee shall promptly notify the Corporation in writing of the
Securities selected for partial redemption and the principal amount thereof to
be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security that has been or is to be
redeemed.

         SECTION 11.4.  Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not later than the thirtieth day, and not earlier than the
sixtieth day, prior to the Redemption Date, to each Holder of Securities to be
redeemed, at the address of such Holder as it appears in the Securities
Register, provided that in the case of any Securities held by the Issuer Trust,
such notice shall be given not less than 45 nor more than 75 days prior to such
Redemption Date (unless a shorter notice shall be satisfactory to the Property
Trustee under the Trust Agreement).

         With respect to Securities to be redeemed, each notice of redemption
shall state:

         (a)    the Redemption Date;

         (b)    the Redemption Price or, if the Redemption Price cannot be
calculated prior to the time the notice is required to be sent, the estimate of
the Redemption Price together with a statement that it is an estimate and that
the actual Redemption Price will be calculated on the third Business Day prior
to the Redemption Date (and if an estimate is provided, a further notice shall
be sent of the actual Redemption Price on the date that such Redemption Price is
calculated);

         (c)    if less than all Outstanding Securities are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the particular Securities to be redeemed;

         (d)    that on the Redemption Date, the Redemption Price will become
due and payable upon each such Security or portion thereof, and that interest
(including any Additional Interest) thereon, if any, shall cease to accrue on
and after said date; and

         (e)    the place or places where such Securities are to be surrendered
for payment of the Redemption Price.

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

         SECTION 11.5.  Deposit of Redemption Price.

         Prior to 10:00 a.m., New York City time, on the Redemption Date
specified in the notice of redemption given as provided in Section 11.4, the
Corporation will deposit with the Trustee or with one or more Paying Agents (or
if the Corporation is acting as its own Paying Agent, the Corporation will
segregate and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the




                                      -59-

<PAGE>


Redemption Price of, and any accrued interest (including any Additional
Interest) on, all the Securities (or portions thereof) that are to be redeemed
on that date.

         SECTION 11.6.  Payment of Securities Called for Redemption.

         If any notice of redemption has been given as provided in Section 11.4,
the Securities or portion of Securities with respect to which such notice has
been given shall become due and payable on the date and at the place or places
stated in such notice at the applicable Redemption Price, together with accrued
interest (including any Additional Interest) to the Redemption Date. On
presentation and surrender of such Securities at a Place of Payment in said
notice specified, the said Securities or the specified portions thereof shall be
paid and redeemed by the Corporation at the applicable Redemption Price,
together with accrued interest (including any Additional Interest) to the
Redemption Date; provided, however, that, installments of interest (including
any Additional Interest) whose Stated Maturity is on or prior to the Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant record dates according to their terms and the provisions of Section
3.8.

         Upon presentation of any Security redeemed in part only, the
Corporation shall execute and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Corporation, a new Security or Securities,
of authorized denominations, in aggregate principal amount equal to the
unredeemed portion of the Security so presented and having the same Original
Issue Date, Stated Maturity and terms.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of and premium, if any, on such
Security shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

         SECTION 11.7.  Right of Redemption of Securities Initially Issued to an
Issuer Trust.

         The Corporation may, at its option, subject to the Corporation having
received prior approval of the Federal Reserve if then required under applicable
capital guidelines or policies, redeem the Securities in whole at any time or in
part from time to time, at a Redemption Price equal to the greater of (i) 100%
of the principal amount of the Security being redeemed or (ii) as determined by
a Quotation Agent (as defined below), the sum of the present values of scheduled
payments of principal and interest for the Remaining Life (as defined below) of
the Securities being redeemed, discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus ____% (as defined below), plus, in the case of either
(i) or (ii), accrued and unpaid interest thereon to the Redemption Date.

         "Remaining Life" means, with respect to an optional redemption of the
Securities, the period from the Redemption Date through ____, 20___.

         "Treasury Rate" means (i) the yield, under the heading which represents
the average for the immediately prior week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the Remaining Life (if
no maturity is within three months before or after the Remaining Life, yields
for the two published maturities most closely corresponding to the Remaining
Life shall be determined





                                      -60-

<PAGE>


and the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding to the nearest month) or (ii) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price of the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date, The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.

         "Comparable Treasury Issue" means, with respect to any Redemption Date,
the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the Remaining Life 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
Life. If no United States Treasury security has a maturity which is within a
period from three months before to three months after __________, 20___, the two
most closely corresponding United States Treasury securities shall be used as
the Comparable Treasury Issue, and the Treasury Rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month using such
securities.

         "Quotation Agent" means each of [to come] and their respective
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 Corporation shall substitute therefor another Primary Treasury
Dealer. "Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any
other Primary Treasury Dealer selected by the Trustee after consultation with
the Corporation.

         "Comparable Treasury Price" means (A) if the Trustee obtains five
Reference Treasury Dealer Quotations, the average of three Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations obtained, or (B) if the Trustee
obtains fewer than five Reference Treasury Dealer Quotations, the average of all
such Reference Treasury Dealer Quotations.

         "Reference Treasury Dealer Quotations" means, with respect to each
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 such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

         In addition, upon the occurrence and during the continuation of a Tax
Event, Capital Treatment Event or Investment Company Event in respect of the
Issuer Trust, the Corporation may, at its option, subject to its having received
prior approval of the Federal Reserve if then required under applicable capital
guidelines or policies, at any time within 90 days following the occurrence and
during the continuation of such Tax Event, Capital Treatment Event or Investment
Company Event, as the case may be, redeem this Security, in whole but not in
part, subject to the terms and conditions of Article XI of the Indenture, at a
redemption price equal to 100% of the principal amount, plus accrued and unpaid
interest thereon to the date of redemption.

         If less than all the Securities are to be redeemed, the aggregate
principal amount of such Securities remaining Outstanding after giving effect to
such redemption shall be sufficient to satisfy any provisions of the Trust
Agreement, including any requirement in the Trust Agreement as to the minimum
Liquidation Amount of Capital Securities that may be held by a holder of Capital
Securities thereunder.



                                      -61-

<PAGE>


                                  ARTICLE XII

                           SUBORDINATION OF SECURITIES

         SECTION 12.1.  Securities Subordinate to Senior Debt.

         Each of the Corporation and the Guarantor covenants and agrees, and
each Holder of a Security, by its acceptance thereof, likewise covenants and
agrees, that, to the extent and in the manner hereinafter set forth in this
Article, the payment of the principal of (and premium, if any) and interest
(including any Additional Interest) on each and all of the Securities and
payments under the Guarantees are hereby expressly made subordinate and subject
in right of payment to the prior payment in full of all Senior Debt of the
Corporation and the Guarantor, respectively.

         SECTION 12.2.  No Payment When Senior Debt in Default; Payment Over of
Proceeds Upon Dissolution, Etc.

         If the Corporation or the Guarantor shall default in the payment of any
principal of (or premium, if any) or interest on any of its respective Senior
Debt when the same becomes due and payable, whether at maturity or at a date
fixed for prepayment or by declaration of acceleration or otherwise (whether or
not acceleration is declared), or if any judicial proceeding with respect to any
such payment default is continuing, then unless and until such default shall
have been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, securities, by set-off or otherwise) shall be made
or agreed to be made on account of the principal of (or premium, if any) or
interest (including any Additional Interest) on any of the Securities or the
Guarantees, respectively, or in respect of any redemption, repayment,
retirement, purchase or other acquisition of any of the Securities.

         In the event of (a) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceedings relating to either of the Corporation or the Guarantor, its
creditors or its property, (b) any proceeding for the liquidation, dissolution
or other winding up of the Corporation or the Guarantor, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings, (c)
any assignment by the Corporation or the Guarantor for the benefit of creditors
or (d) any other marshalling of the assets of the Corporation or the Guarantor
(each such event, if any, herein sometimes referred to as a "Proceeding"), all
Senior Debt of the Corporation or the Guarantor, as the case may be (including
any interest thereon accruing after the commencement of any such proceedings),
shall first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made to any Holder of any of the
Securities on account thereof. Any payment or distribution, whether in cash,
securities or other property (other than securities of the Corporation or the
Guarantor or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in these subordination provisions with respect to the indebtedness
evidenced by the Securities and the Guarantees, as the case may be, to the
payment of all Senior Debt of the Corporation or the Guarantor, respectively, at
the time outstanding and to any securities issued in respect thereof under any
such plan of reorganization or readjustment), which would otherwise (but for
these subordination provisions) be payable or deliverable in respect of the
Securities or the Guarantees thereon, as the case may be, shall be paid or
delivered directly to the holders of Senior Debt of the Corporation or the
Guarantor, respectively, in accordance with the priorities then existing among
such holders until all such Senior Debt (including any interest thereon accruing
after the commencement of any Proceeding) shall have been paid in full.



                                      -62-

<PAGE>


         In the event of any Proceeding, after payment in full of all sums owing
with respect to the Corporation's or the Guarantor's Senior Debt, as the case
may be, the Holders of Securities, together with the holders of any obligations
of the Corporation or the Guarantor, as the case may be, ranking on a parity
with the Securities or the Guarantees, respectively (which for this purpose only
shall include the Allocable Amounts of Senior Subordinated Indebtedness), shall
be entitled to be paid from the remaining assets of the Corporation or the
Guarantor, as the case may be, the amounts at the time due and owing on account
of unpaid principal of (and premium, if any) and interest on the Securities or
the Guarantees, as the case may be, and such other obligations before any
payment or other distribution, whether in cash, property or otherwise, shall be
made on account of any capital stock or any obligations of the Corporation or
the Guarantor, respectively, ranking junior to the Securities or the Guarantees,
as the case may be, and such other obligations. If, notwithstanding the
foregoing, any payment or distribution of any character or any security, whether
in cash, securities or other property (other than securities of the Corporation
or the Guarantor or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities and the Guarantees, as the case may be,
to the payment of all Senior Debt of the Corporation or the Guarantor,
respectively, at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), shall be
received by the Trustee or any Holder in contravention of any of the terms
hereof and before all Senior Debt of the Corporation or the Guarantor, as the
case may be, shall have been paid in full, such payment or distribution or
security shall be received in trust for the benefit of, and shall be paid over
or delivered and transferred to, the holders of the Senior Debt of the
Corporation or the Guarantor, as the case may be, at the time outstanding in
accordance with the priorities then existing among such holders for application
to the payment of all Senior Debt of the Corporation or the Guarantor, as the
case may be, remaining unpaid, to the extent necessary to pay all such Senior
Debt of the Corporation or the Guarantor, as the case may be, in full. In the
event of the failure of the Trustee or any Holder to endorse or assign any such
payment, distribution or security, each holder of Senior Debt of the Corporation
or the Guarantor, as the case may be, is hereby irrevocably authorized to
endorse or assign the same.

         The Trustee and the Holders shall take such action (including, without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Debt of the Corporation or the Guarantor, as the case may be, or consent to the
filing of a financing statement with respect hereto) as may, in the opinion of
counsel designated by the holders of a majority in principal amount of the
Senior Debt of the Corporation or the Guarantor, as the case may be, at the time
outstanding, be necessary or appropriate to assure the effectiveness of the
subordination effected by these provisions.

         The provisions of this Section 12.2 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Corporation or the
Guarantor in respect of any security interest the creation of which is not
prohibited by the provisions of this Indenture.

         The securing of any obligations of the Corporation or the Guarantor, as
the case may be, otherwise ranking on a parity with the Securities or
Guarantees, respectively, or ranking junior to the Securities or Guarantees,
respectively, shall not be deemed to prevent such obligations from constituting,
respectively, obligations ranking on a parity with the Securities or Guarantees,
as the case may be, or ranking junior to the Securities or the Guarantees, as
the case may be.

         SECTION 12.3.  Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities or Guarantees shall prevent (a) the Corporation or the
Guarantor, at any time, except during the pendency of




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the conditions described in the first paragraph of Section 12.2 or of any
Proceeding referred to in Section 12.2, from making payments at any time of
principal of (and premium, if any) or interest (including any Additional
Interest) on the Securities or the Guarantees, respectively, or (b) the
application by the Trustee of any moneys deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
(including any Additional Interest) on the Securities or the Guarantees, as the
case may be, or the retention of such payment by the Holders, if, at the time of
such application by the Trustee, it did not have knowledge that such payment
would have been prohibited by the provisions of this Article.

         SECTION 12.4.  Subrogation to Rights of Holders of Senior Debt.

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

         SECTION 12.5.  Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of Securities on the one
hand and the holders of Senior Debt of the Corporation and the Guarantor,
respectively, on the other hand. Nothing contained in this Article or elsewhere
in this Indenture or in the Securities or Guarantees, as the case may be, is
intended to or shall (a) impair, as between the Corporation or the Guarantor, as
the case may be, and the Holders of Securities, the obligations of the
Corporation or the Guarantor, as the case may be, which are absolute and
unconditional, to pay to the Holders of Securities the principal of (and
premium, if any) and interest (including any Additional Interest) on the
Securities or the Guarantees, as the case may be, as and when the same shall
become due and payable in accordance with their terms; or (b) affect the
relative rights against the Corporation or the Guarantor, as the case may be, of
the Holders of Securities and creditors of the Corporation and the Guarantor,
respectively, other than their rights in relation to the holders of Senior Debt
of the Corporation or the Guarantor, as the case may be; or (c) prevent the
Trustee or the Holder of any Security (or to the extent expressly provided
herein, the holder of any Capital Security) from




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exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, including filing and voting claims in any Proceeding, subject to
the rights, if any, under this Article of the holders of Senior Debt of the
Corporation or the Guarantor, as the case may be, to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.

         SECTION 12.6.  Trustee to Effectuate Subordination.

         Each Holder of a Security by his or her acceptance thereof authorizes
and directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination provided
in this Article and appoints the Trustee his or her attorney-in-fact for any and
all such purposes.

         SECTION 12.7.  No Waiver of Subordination Provisions.

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

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

         SECTION 12.8.  Notice to Trustee.

         The Corporation or the Guarantor, as the case may be, shall give prompt
written notice to the Trustee of any fact known to the Corporation or the
Guarantor, as the case may be, that would prohibit the making of any payment to
or by the Trustee in respect of the Securities and the Guarantees, respectively.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment to or by the Trustee in
respect of the Securities or the Guarantees, unless and until the Trustee shall
have received written notice thereof from the Corporation or the Guarantor, as
the case may be, or a holder of the Corporation's or the Guarantor's Senior
Debt, as the case may be, or from any trustee, agent or representative therefor;
provided, however, that if the Trustee shall not have received the notice
provided for in this Section at least two Business Days prior to the date upon
which by the terms hereof



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<PAGE>


any monies may become payable for any purpose (including, the payment of the
principal of (and premium, if any, on) or interest (including any Additional
Interest) on any Security or any Guarantee), then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date.

         Subject to the provisions of Section 6.1, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself or herself to be a holder of Senior Debt of the Corporation or the
Guarantor, as the case may be (or a trustee or attorney-in-fact therefor), to
establish that such notice has been given by a holder of Senior Debt of the
Corporation or the Guarantor, as the case may be (or a trustee or
attorney-in-fact therefor). 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 Debt of the Corporation or the Guarantor, as the case may
be, to participate in any payment or distribution pursuant to this Article, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt of the Corporation
or the Guarantor, as the case may be, 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 to such Person
pending judicial determination as to the right of such Person to receive such
payment.

         SECTION 12.9.  Reliance on Judicial Order or Certificate of Liquidating
Agent.

         Upon any payment or distribution of assets of the Corporation or the
Guarantor referred to in this Article, the Trustee, subject to the provisions of
Section 6.1, and the Holders of Securities shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
and other indebtedness of the Corporation or the Guarantor, as the case may be,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article.

         SECTION 12.10.  Trustee Not Fiduciary for Holders of Senior Debt.

         The Trustee, in its capacity as trustee under this Indenture, shall not
be deemed to owe any fiduciary duty to the holders of the Corporation's or the
Guarantor's Senior Debt and shall not be liable to any such holders if it shall
in good faith mistakenly pay over or distribute to Holders of Securities or
Guarantees, as the case may be, or to the Corporation or the Guarantor, as the
case may be, or to any other Person cash, property or securities to which any
holders of Corporation's or the Guarantor's Senior Debt, as the case may be,
shall be entitled by virtue of this Article or otherwise.

         SECTION 12.11. Rights of Trustee as Holder of Senior Debt; Preservation
of Trustee's Rights.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Debt of the
Corporation or the Guarantor, as the case may be, that may at any time be held
by it, to the same extent as any other holder of Senior Debt of the Corporation
and the Guarantor, respectively, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.



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         SECTION 12.12.  Article Applicable to Paying Agents.

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

                                     * * * *



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<PAGE>



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

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

                                        POPULAR NORTH AMERICA, INC.


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


                                        POPULAR, INC.


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

Attest:


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

                                        THE BANK OF NEW YORK MELLON
                                        as Trustee


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

Attest:



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


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