<PAGE>   1
                                                                    Exhibit 4.2a

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



                             PAINE WEBBER GROUP INC.

                                       to

                            CHEMICAL BANK (DELAWARE)



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

                          Subordinated Debt Securities

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

                                    Indenture

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

                           Dated as of March 15, 1988

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



================================================================================
<PAGE>   2
                               TABLE OF CONTENTS*/


<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>

ARTICLE ONE

      Definitions and Other Provisions of General Application
      SECTION 101. Definitions ........................................................     1
      SECTION 102. Compliance Certificates and Opinions ...............................    11
      SECTION 103. Form of Documents Delivered to Trustee .............................    12
      SECTION 104. Acts of Holders ....................................................    13
      Notices, etc., to Trustee and Company ...........................................    15
      SECTION 106. Notice to Holders; Waiver ..........................................    16
      SECTION 107. Conflict with Trust Indenture Act ..................................    17
      SECTION 108. Effect of Headings and Table of Contents ...........................    17
      SECTION 109. Successors and Assigns .............................................    17
      SECTION 110. Separability Clause ................................................    17
      SECTION 111. Benefits of Indenture ..............................................    17
      SECTION 112. Governing Law ......................................................    18
      SECTION 113. Legal Holidays .....................................................    18
      SECTION 114. Moneys of Different Currencies To Be Segregated ....................    18
      SECTION 115. Payment To Be in Proper Currency ...................................    18
      SECTION 116. Language of Notices, Etc. ..........................................    19
      SECTION 201. Forms Generally ....................................................    19
      SECTION 202. Form of Trustee's Certificate of Authentication ....................    20
      SECTION 203. Securities in Global Form ..........................................    20
</TABLE>


--------
*/ This table of contents shall not, for any purpose, be deemed to be part of
the Indenture.
<PAGE>   3
                                                                               2

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>

ARTICLE THREE

      The Securities
      SECTION 301. Amount Unlimited; Issuable in Series ...............................    22
      SECTION 302. Denominations ......................................................    26
      SECTION 303. Execution, Authentication, Delivery and Dating .....................    26
      SECTION 304. Temporary Securities ...............................................    29
      SECTION 305. Registration, Registration of Transfer and Exchange ................    32
      SECTION 307. Payment of Interest; Interest Rights Preserved .....................    38
      SECTION 308. Persons Deemed Owners ..............................................    40
      SECTION 309. Cancelation ........................................................    40
      SECTION 310. Computation of Interest ............................................    41

ARTICLE FOUR

      Satisfaction and Discharge
      SECTION 401. Satisfaction and Discharge of Indenture ............................    41
      SECTION 402. Application of Trust Money .........................................    43
      SECTION 403. Satisfaction, Discharge and Defeasance of Securities of Any Series .    43
      SECTION 404. Reinstatement ......................................................    46
      SECTION 405. Definitions ........................................................    46

ARTICLE FIVE

      Remedies
      SECTION 501. Events of Default ..................................................    48
      SECTION 502. Acceleration of Maturity; Rescission and Annulment .................    50
      SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee ....    51
      SECTION 504. Trustee May File Proofs of Claim ...................................    53
      SECTION 505. Trustee May Enforce Claims Without Possession of Securities ........    54
</TABLE>
<PAGE>   4
                                                                               3


<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
      SECTION 506. Application Money Collected ........................................    54
      SECTION 507. Limitation on Suits ................................................    55
      SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
                   Interest ...........................................................    56
      SECTION 509. Restoration of Rights and Remedies .................................    56
      SECTION 510. Rights and Remedies Cumulative .....................................    56
      SECTION 511. Delay or Omission Not Waiver .......................................    56
      SECTION 512. Control by Holders .................................................    57
      SECTION 513. Waiver of Past Defaults ............................................    57
      SECTION 514. Undertaking for Costs ..............................................    58
      SECTION 515. Waiver of Stay or Extension Laws ...................................    58

ARTICLE SIX

      The Trustee
      SECTION 601. Certain Duties and Responsibilities ................................    59
      SECTION 602. Notice of Defaults .................................................    60
      SECTION 604. Not Responsible for Recitals or Issuance of Securities .............    62
      SECTION 605. May Hold Securities ................................................    62
      SECTION 606. Money Held in Trust ................................................    63
      SECTION 607. Compensation and Reimbursement .....................................    63
      SECTION 608. Disqualification; Conflicting Interests ............................    63
      SECTION 609. Corporate Trustee Required; Eligibility ............................    71
      SECTION 610. Resignation and Removal; Appointment of Successor ..................    71
      SECTION 611. Acceptance of Appointment by Successor .............................    73
      SECTION 612. Merger, Conversion, Consolidation or Succession to Business ........    75
      SECTION 613. Preferential Collection of Claims Against Company ..................    75
      SECTION 614. Appointment of Authenticating Agent ................................    80
</TABLE>
<PAGE>   5
                                                                               4


<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
ARTICLE SEVEN

      Holders' Lists and Reports by Trustee and Company
      SECTION 701. Company To Furnish Trustee Names and Addresses of Holders ..........    83
      SECTION 702. Preservation of Information; Communications to Holders .............    83
      SECTION 703. Reports by Trustee .................................................    85
      SECTION 704. Reports by Company .................................................    87

ARTICLE EIGHT

      Consolidation, Merger, Conveyance, Transfer or Lease
      SECTION 801. Company May Consolidate, Etc., Only on Certain Terms ...............    88
      SECTION 802. Successor Corporation Substituted ..................................    89

ARTICLE NINE

      Supplemental Indentures
      SECTION 901. Supplemental Indentures Without Consent of Holders .................    90
      SECTION 902. Supplemental Indentures With Consent of Holders ....................    92
      SECTION 903. Execution of Supplemental Indentures ...............................    93
      SECTION 904. Effect of Supplemental Indentures ..................................    94
      SECTION 905. Conformity With Trust indenture Act ................................    94
      SECTION 906. Reference in Securities to Supplemental Indentures .................    94

ARTICLE TEN

      Covenants
      SECTION 1001. Payment of Principal, Premium and Interest ........................    94
      SECTION 1003. Money For Securities Payments to be Held in Trust .................    97
</TABLE>
<PAGE>   6
                                                                               5


<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
      SECTION 1004. Statement by Officers as to Default ...............................    98
      SECTION 1005. Additional Amounts ................................................    99
      SECTION 1006. No Lien Created, etc. .............................................   100

ARTICLE ELEVEN

      Redemption of Securities
      SECTION 1101. Applicability of Article ..........................................   100
      SECTION 1102. Election to Redeem; Notice to Trustee .............................   100
      SECTION 1105. Deposit of Redemption Price .......................................   102
      SECTION 1106. Securities Payable on Redemption Date .............................   102
      SECTION 1107. Securities Redeemed in Part .......................................   104

ARTICLE TWELVE

      Sinking Funds
      SECTION 1201. Applicability of Article ..........................................   104
      SECTION 1202. Satisfaction of Sinking Fund Payments With Securities .............   104
      SECTION 1203. Redemption of Securities for Sinking Fund .........................   105

ARTICLE THIRTEEN

      Meetings of Holders of Securities
      SECTION 1301. Purposes for Which Meetings May Be Called .........................   105
      SECTION 1302. Call, Notice and Place of Meetings ................................   106
      SECTION 1303. Persons Entitled To Vote at Meetings ..............................   106
      SECTION 1304. Quorum; Action ....................................................   107
      SECTION 1305. Determination of Voting Rights; Conduct and Adjournment of Meetings   108
      SECTION 1306. Counting Votes and Recording Action of Meetings ...................   109
</TABLE>
<PAGE>   7
                                                                               6


<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
ARTICLE FOURTEEN

      Subordination of Securities
      SECTION 1401. Securities Subordinate to Superior Indebtedness ...................   110
      SECTION 1402. Payment Over of Proceeds Upon Dissolution, etc. ...................   110
      SECTION 1403. Trustee to Effectuate Subordination ...............................   114
      SECTION 1404. Trustee Not Charged with Knowledge of Prohibition .................   115
      SECTION 1405. Rights of Trustee as Holder of Superior Indebtedness ..............   115
      SECTION 1406. Trustee Not Fiduciary for Holders of Superior Indebtedness ........   115
      SECTION 1407. Article Applicable to Paying Agents ...............................   115
      SECTION 1408. Securities of Other Series; 9-3/8% Subordinated Notes Due 1996,
                    13-3/81 Subordinated Notes Due 1994 and Subordinated Floating
                    Rate Notes due 1993 ...............................................   116
</TABLE>
<PAGE>   8
                             PAINE WEBBER GROUP INC.

                         Reconciliation and Tie Between
                         Trust Indenture Act of 1939 and
                    Indenture, dated as of March    , 1988 */


<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                               Indenture Section
  -----------                                                               -----------------
<S>                    <C>                                                  <C>
Section 310(a)(1)      ..................................................    609
           (a)(2)      ..................................................    609
           (a)(3)      ..................................................    Not Applicable
           (a)(4)      ..................................................    Not Applicable
           (b)         ..................................................    608
                                                                             610
Section 311(a)         ..................................................    613(a)
           (b)         ..................................................    613(b)
           (b)(2)      ..................................................    703(a)(2)
                                                                             703(b)
Section 312(a)         ..................................................    701
                       ..................................................    702(a)
           (b)         ..................................................    702(b)
           (c)         ..................................................    702(c)
Section 313(a)         ..................................................    703(a)
           (b)         ..................................................    703(b)
           (c)         ..................................................    703(a)
                                                                             703(b)
           (d)         ..................................................    703(c)
Section 314(a)         ..................................................    704
           (b)         ..................................................    Not Applicable
           (c)(1)      ..................................................    102
           (c)(2)      ..................................................    102
           (c)(3)      ..................................................    Not Applicable
           (d)         ..................................................    Not Applicable
           (e)         ..................................................    102
</TABLE>

--------
*/ This reconciliation and tie shall not, for any purpose, be deemed not be a
part of the Indenture.
<PAGE>   9
<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                               Indenture Section
  -----------                                                               -----------------
<S>                    <C>                                                  <C>
Section 315(a)         ..................................................    601(a)
           (b)         ..................................................    602
                                                                             703(a)(6)
           (c)         ..................................................    601(b)
           (d)         ..................................................    601(c)
           (d)(1)      ..................................................    601(a)(1)
           (d)(2)      ..................................................    601(c)(2)
           (d)(3)      ..................................................    601(c)(3)
           (e)         ..................................................    514
Section 316(a)         ..................................................    101
           (a)(1)(A)   ..................................................    502
                       ..................................................    512
           (a)(1)(B)   ..................................................    513
           (a)(2)      ..................................................    Not Applicable
           (b)         ..................................................    508
Section 317(a)(1)      ..................................................    503
           (a)(2)      ..................................................    504
           (b)         ..................................................    1003
Section 318(a)         ..................................................    107

</TABLE>
<PAGE>   10
================================================================================



                             PAINE WEBBER GROUP INC.

                                       to

                            CHEMICAL BANK (Delaware)



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

                          Subordinated Debt Securities
                        --------------------------------

                                   ----------

                                    INDENTURE
                                   ----------

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

                           Dated as of March 15, 1988
                           ---------------------------



================================================================================
<PAGE>   11
                                    INDENTURE, dated as of March 15, 1988,
                           between PAINE WEBBER GROUP INC., a corporation duly
                           organized and existing under the laws of the State of
                           Delaware (herein called the "Company"), having its
                           principal office at 1285 Avenue of the Americas, New
                           York, New York 10019 and Chemical Bank (Delaware), a
                           corporation duly organized and existing under the
                           laws of the State of Delaware, as Trustee (herein
                           called the "Trustee").


                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:
<PAGE>   12
                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

                  SECTION 101. Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

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

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

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles, and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted at the date of
         such computation; and

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

                  Certain terms, used principally within an Article of this
Indenture, may be defined in that Article.

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether


                                      -2-
<PAGE>   13
through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 615 to act on behalf of the Trustee to authenticate
securities of one or more series.

                  "Authorized Newspaper" means a newspaper of general
circulation in the place of publication, printed in the official language of the
country of publication and customarily published on each Business Day, whether
or not published on Saturdays, Sundays or holidays. Whenever successive weekly
publications in an Authorized Newspaper are authorized or required hereunder,
they may be made (unless otherwise expressly provided herein) on the same or
different days of the week and in the same or different Authorized Newspapers.

                  "Bearer Security" means any Security which is not registered
in the Security Register as to principal (including without limitation any
Security in temporary or definitive global bearer form).

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board.

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

                  "Business Day", when used with respect to any Place of Payment
or place of publication, means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that Place of Payment
or place of publication are authorized or obligated by or


                                      -3-
<PAGE>   14
pursuant to law, regulation or executive order to close or as specified for a
series of Securities pursuant to Section 301 or as specified for any Security in
such Security.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the 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 at such time.

                  "Company" means the Person named as the "Company" 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
"Company" shall mean such successor corporation.

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

                  "Corporate Trust Office" means the office of the Trustee in
Wilmington, Delaware at which at any particular time its corporate trust
business shall be principally administered, which office at the date hereof is
located at 222 Delaware Avenue, Wilmington, Delaware 19801.

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

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

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



                                      -4-
<PAGE>   15
                  "Dollar" means the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.

                  "ECU" means the European Currency Unit as defined and revised
from time to time by the Council of the European Communities.

                  "Euro-clear" means the operator of the Euro-clear System.

                  "European Communities" means the European Economic Community,
the European Coal and Steel Community and the European Atomic Energy Community.

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

                  "Foreign Currency" means a currency issued by the government
of any country other than the United States of America.

                  "Holder" or "holder" means, with respect to a Registered
Security, the Person in whose name at the time a particular Registered Security
is registered in the Security Register and, with respect to a Bearer Security
and/or Coupon, the bearer thereof.

                  "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.

                  "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.



                                      -5-
<PAGE>   16
                  "Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "Lien" means any mortgage, lien, charge or encumbrance on, or
security interest in, or pledge or deposit of, or conditional sale, finance
lease or other title retention agreement with respect to, any property or asset.

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

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the Vice Chairman of the Board, the President or any Vice
President, and by the Treasurer, the Controller, the Secretary or any Assistant
Treasurer, Assistant Controller or Assistant Secretary, of the Company, and
delivered to the Trustee. Each such Officers' Certificate shall contain the
statements provided in Section 102, if applicable.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for or an employee of the Company and who shall be acceptable to
the Trustee. Each Opinion of Counsel shall contain the statements provided in
Section 102, if applicable.

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

                  "Outstanding" or "outstanding", when used with respect to
Securities, means, as of the date of


                                      -6-
<PAGE>   17
determination, all Securities theretofore authenticated and delivered under this
Indenture, except:

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

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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Outstanding Securities or the
number of votes entitled to be cast by each Holder of a Security in respect of
such Security at any such meeting (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the


                                      -7-
<PAGE>   18
Maturity thereof pursuant to Section 502, (ii) the principal amount of a
Security denominated in a Foreign Currency or currency unit shall be the Dollar
equivalent (as determined by the Company in good faith) as of the date of
original issuance of such Security, of the principal amount (or, in the case of
an Original Issue Discount Security, the Dollar equivalent (as determined by the
Company in good faith) of the amount determined as provided in (i) above) of
such Security, and (iii) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, or upon
any such determination as to the presence of a quorum, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest, if any, on any
Securities on behalf of the Company.

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

                  "Place of Payment", when used with respect to the Securities
of any series, means the place or places where, subject to the provisions of
Section 1002, the principal of (and premium, if any) and interest on the
Securities of that series are payable as specified in accordance with Section
301.


                                      -8-
<PAGE>   19
                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

                  "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, in the currency or currency unit in which such
Security is payable, at which it is to be redeemed pursuant to this Indenture.

                  "Registered Security" means any Security (including without
limitation any Security in temporary or definitive global registered form) which
is registered in the Security Register.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Fully Registered Securities of any series means the date
specified for that purpose as contemplated by Section 301, which date shall be,
unless otherwise specified pursuant to Section 301, the fifteenth day preceding
such Interest Payment Date, whether or not such day shall be a Business Day.

                  "Required Currency" has the meaning specified in Section 115.

                  "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


                                      -9-
<PAGE>   20
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.

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

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

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

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

                  "Subsidiary" means any corporation, association or other
business entity of which a majority of the outstanding stock, having under
ordinary circumstances (not dependent upon the happening of a contingency)
voting power to elect a majority of the board of directors (or persons
performing similar functions) of such corporation, association or other business
entity in question, is at the time, directly or indirectly, owned or controlled
by the Company or by one or


                                      -10-
<PAGE>   21
more Subsidiaries or by the Company and one or more Subsidiaries; collectively,
the "Subsidiaries".

                  "Superior Indebtedness" shall mean (a) the principal of,
premium, if any, and accrued and unpaid interest (including interest accruing on
or after the filing of any petition in bankruptcy or for reorganization relating
to the Company) on (i) indebtedness of the Company for money borrowed, whether
outstanding on the date of execution of this Indenture or thereafter created,
incurred or assumed, (ii) guarantees by the Company of indebtedness for money
borrowed by any other person, whether outstanding on the date of execution of
this Indenture or thereafter created, incurred or assumed, (iii) indebtedness
evidenced by notes, debentures, bonds or other instruments of indebtedness for
the payment of which the Company is responsible or liable, by guarantees or
otherwise, whether outstanding on the date of execution of this Indenture or
thereafter created, incurred or assumed, and (iv) obligations of the Company
under any agreement of lease, or any lease of, any real or personal property,
whether outstanding on the date of execution of this Indenture or thereafter
created, incurred or assumed, (b) any other indebtedness, liability or
obligation, contingent or otherwise, of the Corporation and any guarantee,
endorsement or other contingent obligation of the Company in respect of any
indebtedness, liability or obligation, whether outstanding on the date of
execution of this Indenture or thereafter created, incurred or assumed, and (c)
modifications, renewals, extensions and refundings of any such indebtedness,
liabilities, obligations or guarantees; unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such indebtedness, liabilities, obligations or guarantees or such
modification, renewal, extension or refunding thereof are not superior in right
of payment to the Securities of any series (or Coupons appertaining thereto);
provided, however, that Superior Indebtedness shall not include any obligation
of the Company to any Subsidiary; and provided further, that Superior
Indebtedness shall not include the Securities of any series (or Coupons


                                      -11-
<PAGE>   22
appertaining thereto), the Company's 9-3/8% Subordinated Notes Due 1996,
13-3/8% Subordinated Notes Due 1994 and Subordinated Floating Rate Notes due
1993. Each series of the Securities of any series (or Coupons appertaining
thereto) shall be neither subordinated nor superior in right of payment to the
Company's 9-3/8% Subordinated Notes due 1996, 13-3/8 Subordinated Notes due 1994
and Subordinated Floating Rate Notes due 1993, and each other series of the
Securities (or Coupons appertaining thereto), but shall rank pari passu in right
of payment with the Company's 9-3/8% Subordinated Notes Due 1996, 13-3/8%
Subordinated Notes Due 1994 and Subordinated Floating Rate Notes due 1993 and
each other series of the Securities (or Coupons appertaining thereto).

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

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

                  "United States" means the United States of America (including
the states and the District of Columbia), its territories, its possessions, the
Commonwealth of Puerto Rico and other areas subject to its jurisdiction.

                  "United States Alien" means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign


                                      -12-
<PAGE>   23
corporation, a non-resident alien individual or a non-resident alien fiduciary
of a foreign estate or trust.

                  "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

                  SECTION 102. Compliance Certificates and Opinions. Except as
otherwise expressly provided by this Indenture, upon any application or request
by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

                  (1) a statement that each individual signing such certificate
         or opinion 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
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express


                                      -13-
<PAGE>   24
         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 each such
         individual, such condition or covenant has been complied with.

                  SECTION 103. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

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

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments


                                      -14-
<PAGE>   25
under this Indenture, they may, but need not, be consolidated and form one
instrument.

                  SECTION 104. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing. If Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Thirteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
are delivered to the Trustee and, where it is hereby expressly required to the
Company. Such instrument or instruments or record (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section. The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 1306.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the


                                      -15-
<PAGE>   26
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

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

                  (d) The fact and date of execution of any such instrument or
writing pursuant to clause (c) above, the authority of the Person executing the
same and the principal amount and serial numbers of Bearer Securities held by
the Person so executing such instrument or writing and the date of holding the
same may also be proved in any other manner which the Trustee deems sufficient;
and the Trustee may in any instance require further proof with respect to any of
the matters referred to in this clause.



                                      -16-
<PAGE>   27
                  (e) The principal amount and serial numbers of Registered
Securities held by any Person and the date of holding the same shall be proved
by the Security Register.

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

                  (g) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

                  SECTION 105. Notices, etc., to Trustee and Company. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document


                                      -17-
<PAGE>   28
provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with,

                  (1) the Trustee by any Holder or by the Company shall be made,
given, furnished or filed in writing to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trustee Administration Department, and unless
otherwise herein expressly provided, any such document shall be deemed to be
sufficiently made, given, furnished or filed upon its receipt by a Responsible
Officer of the Trustee assigned to its Corporate Trustee Administration
Department, or

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

                  SECTION 106. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event:

                  (i) if any of the Securities affected by such event are
         Registered Securities, such notice shall be sufficiently given (unless
         otherwise herein expressly provided) if in writing and mailed,
         first-class postage prepaid, to each Holder affected by such event, at
         his address as it appears in the Security Register, within the time
         prescribed for the giving of such notice, and

                  (ii) if any of the Securities affected by such event are
         Bearer Securities, such notice shall be sufficiently given (unless
         otherwise herein expressly provided or unless otherwise specified in
         such Securities) if published once in an Authorized Newspaper in New
         York City and London and such other cities as shall be specified with
         respect to such


                                      -18-
<PAGE>   29
         Securities and mailed to such Persons whose names and addresses were
         previously filed with the Trustee within the two preceding years
         pursuant to Section 703(g), within the time prescribed for the giving
         of such notice.

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

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

                  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 of Securities shall be filed with the
Trustee, but such filing shall not be a


                                      -19-
<PAGE>   30
condition precedent to the validity of any action taken in reliance upon such
waiver.

                  SECTION 107. Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control.

                  SECTION 108. 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 109. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

                  SECTION 110. Separability Clause. In case any provision in
this Indenture or in the Securities or Coupons shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                  SECTION 111. Benefits of Indenture. Nothing in this Indenture
or in the Securities or Coupons, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and the Holders,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.

                  SECTION 112. Governing Law. This Indenture and the Securities
and Coupons shall be governed by and construed in accordance with the laws of
the State of New York.

                  SECTION 113. Legal Holidays. Except as otherwise specified as
contemplated by Section 301, in any case where any Interest Payment Date,
Redemption Date or Stated


                                      -20-
<PAGE>   31
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
or Coupons, if any) payment of interest or principal (and premium, if any) need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be, to the next succeeding Business Day at such Place of Payment.

                  SECTION 114. Moneys of Different Currencies To Be Segregated.
The Trustee shall segregate moneys, funds and accounts held by the Trustee
hereunder in one currency (or unit thereof) from any moneys, funds or accounts
in any other currencies (or units thereof), notwithstanding any provision herein
which would otherwise permit the Trustee to commingle such amounts.

                  SECTION 115. Payment To Be in Proper Currency. In the case of
any Security denominated in any particular currency or currency unit (the
"Required Currency"), except as otherwise provided herein, therein or in or
pursuant to the related Board Resolution or supplemental indenture, the
obligation of the Company to make any payment of principal, premium or interest
thereon shall not be discharged or satisfied by any tender by the Company, or
recovery by the Trustee, in any currency or currency unit other than the
Required Currency, except to the extent that such tender or recovery shall
result in the Trustee timely holding the full amount of the Required Currency
then due and payable. If any such tender or recovery is made in other than the
Required Currency, the Trustee may take such actions as it considers appropriate
to exchange such other currency or currency unit for the Required Currency. The
costs and risks of any such exchange, including without limitation the risks of
delay and exchange rate fluctuation, shall be borne by the Company, the Company
shall remain fully liable for


                                      -21-
<PAGE>   32
any shortfall or delinquency in the full amount of the Required Currency then
due and payable and in no circumstances shall the Trustee be liable therefor.
The Company hereby waives any defense of payment based upon any such tender or
recovery which is not in the Required Currency, or which, when exchanged for the
Required Currency by the Trustee, is less than the full amount of the Required
Currency then due and payable.

                  SECTION 116. Language of Notices, Etc. Any request, demand,
authorization, direction, notice, consent or waiver required or permitted under
this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.

                                   ARTICLE TWO

                                 Security Forms

                  SECTION 201. Forms Generally. The Securities of each series
and the Coupons, if any, to be attached thereto shall be in substantially the
forms (including temporary or definitive global form) 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 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 Securities and Coupons, if any, as evidenced by their
execution of the Securities and Coupons, if any. If the forms of Securities or
Coupons of any series (or any such temporary or definitive global Security) are
established by, or by action taken pursuant to a Board Resolution, a copy of the
Board Resolution together with an appropriate record of any action taken
pursuant thereto, which Board Resolution or record of such action shall have
attached thereto a true and correct copy of the forms of


                                      -22-
<PAGE>   33
Security approved by or pursuant to such Board Resolution, shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities (or any such
temporary or definitive global Security) or Coupons.

                  Unless otherwise specified as contemplated by Section 301,
Securities in bearer form shall have interest Coupons attached.

                  The definitive Securities and Coupons, if any, shall be
printed, lithographed or engraved on steel engraved borders or may be produced
in any other manner, all as determined by the officers executing such Securities
and Coupons, if any, as evidenced by their execution of such Securities and
Coupons, if any.

                  SECTION 202. Form of Trustee's Certificate of Authentication.
The Trustee's certificate of authentication shall be in substantially the
following form:

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

                                [full name of Trustee]
                                as Trustee

                                By __________________________
                                       Authorized Officer

                  SECTION 203. Securities in Global Form. If Securities of a
series are issuable in global form, as specified as contemplated by Section 301,
then, notwithstanding clause (8) of Section 301 and the provisions of Section
302, such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the


                                      -23-
<PAGE>   34
aggregate amount of Outstanding Securities from time to time endorsed thereon
and that the aggregate amount of Outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the amount,
of Outstanding Securities represented thereby shall be made by the Trustee or an
Authenticating Agent in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions
of Section 303 and, if applicable, Section 304, the Trustee or an Authenticating
Agent shall deliver and redeliver any Security in definitive global bearer form
in the manner and upon written instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel.

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

                  Notwithstanding the provisions of Section 201 and 307, unless
otherwise specified as contemplated by Section 301, payment of principal of and
any premium and any interest on any Security in definitive global form shall be
made to the Person or Persons specified therein.


                                      -24-
<PAGE>   35
                  Notwithstanding the provisions of Section 308 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat a Person as the Holder of such principal
amount of Outstanding Securities represented by a definitive global Security as
shall be specified in a written statement of the Holder of such definitive
global Security or, in the case of a definitive global Security in bearer form,
of Euro-clear or CEDEL S.A. which is produced to the Trustee or an
Authenticating Agent by such Person.

                                  ARTICLE THREE

                                 The Securities

                  SECTION 301. Amount Unlimited; Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution, and set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
         and except for any Securities which, pursuant to Section 303 are deemed
         never to have been authenticated and delivered hereunder);



                                      -25-
<PAGE>   36
                  (3) the date or dates on which the principal (and premium, if
         any) of any of the Securities of the series are payable or the method
         of determination thereof;

                  (4) the rate or rates, or the method of determination thereof,
         at which any of the Securities of the series shall bear interest, if
         any, the date or dates from which such interest shall accrue, the
         Interest Payment Dates on which such interest shall be payable and the
         Regular Record Date for the interest payable on any Registered
         Securities on any Interest Payment Date;

                  (5) the place or places where the principal of (and premium,
         if any) and interest, if any, on any of the Securities and Coupons, if
         any of the series shall be payable and the office or agency for the
         Securities of the series maintained by the Company pursuant to Section
         1002;

                  (6) the period or periods within which, the price or prices at
         which and the terms and conditions upon which any of the Securities and
         any Coupons of the series may be redeemed, in whole or in part, at the
         option of the Company;

                  (7) the terms of any sinking fund and the obligation, if any,
         of the Company to redeem or purchase Securities of the series pursuant
         to any sinking fund or analogous provisions or at the option of a
         Holder thereof and the period or periods within which, the price or
         prices at which and the terms and conditions upon which Securities of
         the series shall be redeemed or purchased, in whole or in part;

                  (8) if other than denominations of $1,000, if registered, and
         $5,000, if bearer, and in any integral multiple of the applicable
         denominations for Securities denominated in Dollars, the denominations
         in which the Securities of the series shall be issuable;



                                      -26-
<PAGE>   37
                  (9) if other than the principal amount thereof, the portion of
         the principal amount of any of the Securities of the series which shall
         be payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502;

                  (10) the application, if any, of Section 403, or such other
         means of satisfaction and discharge as may be specified for the
         Securities and Coupons, if any, for a series;

                  (11) any deletions or modifications of or additions to the
         Events of Default set forth in Section 501 or covenants of the Company
         set forth in Article Ten pertaining to the Securities of the series;

                  (12) the forms of the Securities and Coupons, if
         any, of the series;

                  (13) if other than Dollars, the coin or currency or
         currencies, or currency unit or units, in which payment of the
         principal of (and premium, if any) and interest, if any, on any of the
         Securities of the series shall be payable and the Dollar Determination
         Agent, if any, for such series;

                  (14) if the principal of (and premium, if any) or interest, if
         any, on any of the Securities of the series are to be payable at the
         election of the Company or a Holder thereof, or under some or all other
         circumstances, in a coin or currency or currencies, or currency unit or
         units, other than that in which the Securities are denominated, the
         period or periods within which, and the terms and conditions upon
         which, such election may be made, or the other circumstances under
         which any of the Securities are to be so payable, and any provision
         requiring the Holder to bear currency exchange costs by deduction from
         such payments;



                                      -27-
<PAGE>   38
                  (15) if the amount of payments of principal (and premium, if
         any) or interest, if any, on any of the Securities of the series may be
         determined with reference to an index based on (i) a coin or currency
         or currencies, or currency unit or units other than that in which such
         Securities are stated to be payable or (ii) any method not inconsistent
         with the provisions of this Indenture specified in or pursuant to such
         Board Resolution, then in each case (i) and (ii) the manner in which
         such amounts shall be determined;

                  (16) whether the Securities of the series are to be issued as
         Registered Securities or Bearer Securities (with or without Coupons),
         whether Bearer Securities may be exchanged for Registered Securities of
         the series and whether Registered Securities may be exchanged for
         Bearer Securities of the series (if permitted by applicable laws and
         regulations) and the circumstances under which and the place or places
         where any such exchanges, if permitted, may be made; and whether any
         Securities of the series are to be issuable initially in temporary
         global form and whether any Securities of the series are to be issuable
         in definitive global form with or without coupons and, if so, whether
         beneficial owners of interests in any such definitive global Security
         may exchange such interests for Securities of such series and of like
         tenor of any authorized form and denomination and the circumstances
         under which and the place or places where any such exchanges may occur,
         if other than in the manner provided in Section 305;

                  (17) whether and under what circumstances and with what
         procedures and documentation the Company will pay additional amounts on
         any of the Securities and Coupons, if any, of the series to any Holder
         who is not a U.S. Person (including a definition of such term), in
         respect of any tax assessment or governmental charge withheld or
         deducted and, if so, whether the Company will have the option to redeem
         such Securities rather


                                      -28-
<PAGE>   39
         than pay additional amounts (and the terms of any such option);

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

                  (19) any other terms of any of the Securities of the series
         (which terms shall not be inconsistent with the provisions of this
         Indenture).

                  All Securities of any one series and the Coupons appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth in the officers' Certificate referred to
above or in any such indenture supplemental hereto.

                  At the option of the Company, interest on the Registered
Securities of any series that bears interest may be paid by mailing a check to
the address of any Holder as such address shall appear in the Securities
Register.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action together with such Board Resolution shall be certified by the Secretary
or an


                                      -29-
<PAGE>   40
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the terms of the series.

                  SECTION 302. Denominations. The Securities of each series
shall be issuable in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series denominated in Dollars
shall be issuable in denominations of $1,000, if registered, and $5,000, if
bearer, and in any integral multiple of the applicable denominations. Securities
of each series shall be numbered, lettered or otherwise distinguished in such
manner or in accordance with such plan as the officers of the Company executing
the same may determine with the approval of the Trustee.

                  SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by manual or facsimile
signatures of its Chairman, its President or any of its Vice Presidents and its
Treasurer or any Assistant Treasurer, under its corporate seal reproduced
thereon attested by the manual or facsimile signature of its Secretary or one of
its Assistant Secretaries. Any Coupons shall be executed on behalf of the
Company by the manual or facsimile signature of any such officer of the Company.

                  Securities and Coupons bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the 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 Company may deliver Securities of any series,
together with any Coupons appertaining thereto, executed by the Company to the
Trustee


                                      -30-
<PAGE>   41
for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security (including any
temporary Bearer Security issued pursuant to Section 304 which is not in global
form) shall be mailed or otherwise delivered to any location in the United
States; and provided further that a Bearer Security may be delivered outside the
United States in connection with its original issuance only if the Person
entitled to receive such Bearer Security (including any temporary Bearer
Security issued pursuant to Section 304 which is not in global form) shall have
furnished a certificate in the form set forth in Exhibit A.1 to this Indenture,
dated no earlier than 15 days prior to the earlier of the date on which such
Bearer Security is delivered and the date on which any temporary Security first
becomes exchangeable for such Bearer Security in accordance with the terms of
such temporary Security and this Indenture. A confirmation in the form set forth
in Exhibit A.5 to this Indenture shall be sent to each purchaser of a Bearer
Security. If any Security shall be represented by a definitive global Bearer
Security, then, for purposes of this Section and Section 304, the notation of a
beneficial owner's interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such definitive global Bearer Security. Except as permitted by
Section 306, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant Coupons for interest then matured have been detached and
canceled.

                  If the forms or terms of the Securities of the series and any
related Coupons have been established by or pursuant to one or more Board
Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall


                                      -31-
<PAGE>   42
be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating:

                  (a) if the forms of such Securities and any Coupons have been
         established by or pursuant to a Board Resolution as permitted by
         Section 201, that such forms have been established in conformity with
         the provisions of this Indenture;

                  (b) if the terms of such Securities and any Coupons have been
         or are to be established by or pursuant to a Board Resolution as
         permitted by Section 301, that such terms (or in the case of the
         issuance of Securities pursuant to the next paragraph, the procedures
         for determining such terms) have been established in conformity with
         the provisions of this Indenture; and

                  (c) that such Securities, together with any Coupons
         appertaining thereto, when authenticated and delivered by the Trustee
         and issued by the Company in the manner and subject to any conditions
         specified in such Opinion of Counsel, will constitute valid and legally
         binding obligations of the Company, entitled to the benefits of the
         Indenture and enforceable in accordance with their terms, subject, as
         to enforcement, to bankruptcy, insolvency, reorganization and other
         laws of general applicability relating to or affecting the enforcement
         of creditors' rights and to general equity principles.

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


                                      -32-
<PAGE>   43
                  Notwithstanding the provisions of Section 301 and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or
prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance
of the first Security of such series to be issued.

                  If a Board Resolution relating to such Securities shall so
permit, such Company Order may set up procedures acceptable to the Trustee for
the issuance of such Securities, including procedures to determine the interest
rate, stated maturity, date of issuance and other terms of such Securities, and
such Company Order or procedures may authorize authentication and delivery of
Securities pursuant to oral instructions from the Company or its authorized
agent, which instructions shall be promptly confirmed in writing.

                  Each Registered Security shall be dated the date of its
authentication; and each Bearer Security and any Bearer Security in global form
shall be dated as of the date of original issuance of the first Security of such
series to be issued.

                  No Security or Coupon 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 manual signature, 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 have been duly authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancelation

                                      -33-
<PAGE>   44
as provided in Section 309 together with a written statement (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

                  SECTION 304. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form or, if authorized, in
bearer form with one or more Coupons or without Coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced conclusively by
their execution of such Securities. In the case of any series issuable as Bearer
Securities, such temporary Securities may be in global form.

                  Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company maintained pursuant to Section
1002 in a Place of Payment for such series for the purpose of exchanges of
Securities of such series, without charge to the Holder. Upon surrender for
cancelation of any one or more temporary Securities of any series (accompanied
by any unmatured Coupons appertaining thereto) the Company shall execute and

                                      -34-
<PAGE>   45
the Trustee shall authenticate and deliver in exchange therefor a like aggregate
principal amount of definitive Securities of the same series and of like tenor
or authorized denominations and having the same terms and conditions; provided,
however, that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided further that a definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 303.

                  If temporary Securities of any series are issued in global
form, any such temporary global Securities shall, unless otherwise provided
therein, be delivered to the London office of a depositary or common depositary
(the "Common Depositary"), for the benefit of Euro-clear and CEDEL S.A., for
credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct).

                  Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary
global Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date such temporary global Security shall be surrendered by the
Common Depositary to the Trustee or an Authenticating Agent, as the Company's
agent for such purpose, to be exchanged, in whole or from time to time in part,
for definitive Securities without charge and the Trustee or an Authenticating
Agent shall authenticate and deliver, in exchange for each portion of such
temporary global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such temporary global Security to be exchanged. The definitive
Securities to be delivered in exchange for any such temporary global Security
shall be in bearer form, registered form, definitive global form, or any
combination

                                      -35-
<PAGE>   46
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; provided,
however, that, unless otherwise specified in such temporary global Security,
upon such presentation by the Common Depositary, such temporary global Security
shall be accompanied by a certificate dated the Exchange Date or a subsequent
date and signed by Euro-clear as to the portion of such temporary global
Security held for its account then to be exchanged and a certificate dated the
Exchange Date or a subsequent date and signed by CEDEL S.A. as to the portion of
such temporary global Security held for its account then to be exchanged, each
in the form set forth in Exhibit A.2 to this Indenture; and provided further
that definitive Bearer Securities (including a definitive global Bearer
Security) shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of Section 303.

                  Unless otherwise specified in such temporary global Security,
the interest of a beneficial owner of Securities of a series in a temporary
global Security shall be exchanged for definitive Securities of the same series
and of like tenor following the Exchange Date when the beneficial owner
instructs Euro-clear or CEDEL S.A., as the case may be, to request such exchange
on his behalf and delivers to Euro-clear or CEDEL S.A., as the case may be, a
certificate in the form set forth in Exhibit A.1 to this Indenture, dated no
earlier than 15 days prior to the Exchange Date, copies of which certificate in
blank shall be available from the offices of Euro-clear, CEDEL S.A., the
Trustee, any Authenticating Agent appointed for such series of Securities and
any Paying Agent appointed for such series of Securities. Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like in the event that such Person
does not take delivery of such definitive Securities in

                                      -36-
<PAGE>   47
person at the offices of Euro-clear or CEDEL S.A. The definitive Securities in
bearer form to be delivered in exchange for any portion of a temporary global
Security shall be delivered only outside the United States.

                  Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL
S.A. on such Interest Payment Date upon delivery by Euro-clear and CEDEL S.A. to
the Trustee or principal Paying Agent and Authenticating Agent of a certificate
or certificates in the form set forth in Exhibit A.3 to this Indenture, for
credit without further interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such
temporary global Security (or to such other accounts as they may direct) on such
Interest Payment Date and who have each delivered to Euro-clear or CEDEL S.A.,
as the case may be, a certificate in the form set forth in Exhibit A.4 to this
Indenture. Any interest so received by Euro-clear and CEDEL S.A. and not paid as
herein provided shall be returned to the Trustee or principal Paying Agent
immediately prior to the expiration of two years after such Interest Payment
Date in order to be repaid to the Company in accordance with Section 1003.

                  SECTION 305. Registration, Registration of Transfer and
Exchange. The Company shall cause to be kept at an office or agency to be
maintained by the Company in accordance with Section 1002 a register (the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and the registration of transfers of Registered Securities. Chemical
Bank,

                                      -37-
<PAGE>   48
acting through its Corporate Trust Office, presently located at 55 Water Street,
New York, N.Y. 10041 is hereby appointed "Security Registrar" for the purpose of
registering Registered Securities and transfers of Registered Securities as
herein provided.

                  Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company maintained
pursuant to Section 1002 for such purpose in a Place of Payment for such series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor and having the same terms and conditions.

                  At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series of
any authorized denominations and of a like aggregate principal amount and tenor
and having the same terms and conditions, upon surrender of the Securities to be
exchanged at any such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. Bearer Securities may not be issued in exchange for
Registered Securities.

                  At the option of the Holder, Bearer Securities of any series
may be exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor and having the
same terms and conditions, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured Coupons and all
matured Coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured Coupon or Coupons or matured
Coupon or Coupons in default, such exchange may be effected

                                      -38-
<PAGE>   49
if the Bearer Securities are accompanied by payment in funds acceptable to the
Company in an amount equal to the face amount of such missing Coupon or Coupons,
or the surrender of such missing Coupon or Coupons may be waived by the Company
and the Trustee if there is furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to any Paying Agent any such missing
Coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented by
Coupons shall be payable only upon presentation and surrender of those Coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in exchange for a Registered Security of the same series and
like tenor after the close of Business at such office or agency on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the Coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.

                  Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

                                      -39-
<PAGE>   50
                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any definitive global Bearer Security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a definitive global Bearer Security are entitled to exchange such
interests for Securities of such series and of like tenor and principal amount
of another authorized form and denomination, as specified as contemplated by
Section 301, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee or an Authenticating Agent definitive Securities in
aggregate principal amount equal to the principal amount of such definitive
global Bearer Security, executed by the Company. On or after the earliest date
on which such interests may be so exchanged, such definitive global Bearer
Security shall be surrendered by the Common Depositary or such other depositary
or Common Depositary as shall be specified in the Company Order with respect
thereto to the Trustee or an Authenticating Agent, as the Company's agent for
such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge and the Trustee or an Authenticating Agent
shall authenticate and deliver, in exchange for each portion of such definitive
global Bearer Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such definitive global Bearer Security to be exchanged which,
unless the Securities of the series are not issuable both as Bearer Securities
and as Registered Securities, as specified as contemplated by Section 301, shall
be in the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities of that series to
be redeemed and ending on the relevant Redemption Date; and provided further
that no Bearer Security delivered in exchange for a portion of a definitive
global Security shall be mailed or otherwise delivered to any location in the

                                      -40-
<PAGE>   51
United States. If a Registered Security is issued in exchange for any portion of
a definitive global Bearer Security after the close of business at the office or
agency where such exchange occurs on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but will be payable on such Interest
Payment Date or proposed date of payment, as the case may be, only to the Person
to whom interest in respect of such portion of such definitive global Bearer
Security is payable in accordance with the provisions of this Indenture.

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

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

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

                                      -41-
<PAGE>   52
                  The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before any selection of Securities of that
series to be redeemed and ending at the close of business on (A) if Securities
of the series are issuable only as Registered Securities, the day of the mailing
of the relevant notice of redemption and (B) if Securities of the series are
issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption or, if Securities of the series are also issuable as
Registered Securities and there is no publication, the mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption, in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to exchange
any Bearer Security so selected for redemption except that such a Bearer
Security may be exchanged for a Registered Security of that series and like
tenor; provided, that such Registered Security shall be simultaneously
surrendered for redemption.

                  SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security or Security with a mutilated Coupon appertaining to it
is surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and with the same terms and conditions
and bearing a number not contemporaneously outstanding with Coupons
corresponding to the Coupons, if any, appertaining to the surrendered Security.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or Coupon and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or Coupon has been
acquired

                                      -42-
<PAGE>   53
by a bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen Coupon
appertains (upon surrender to the Trustee of such Security with all appurtenant
Coupons not destroyed, lost or stolen), a new Security of the same series and of
like tenor and principal amount and with the same terms and conditions and
bearing a number not contemporaneously outstanding, with Coupons corresponding
to the Coupons, if any, appertaining to such destroyed, lost or stolen Security
or to the Security to which such destroyed, lost or stolen Coupon appertains.

                  In case any such mutilated, destroyed, lost or stolen Security
or Coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security or Coupon, pay such Security
or Coupon; provided, however, that principal of (and premium, if any) and any
interest on Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
Coupons appertaining thereto.

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

                  Every new Security or Coupon of any series issued pursuant to
this Section in lieu of any mutilated, destroyed, lost or stolen Security or
Coupon shall constitute an original additional contractual obligation of the
Company, whether or not the mutilated, destroyed, lost or stolen Security shall
be at any time enforceable by

                                      -43-
<PAGE>   54
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities or Coupons of that series duly
issued hereunder.

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

                  SECTION 307. Payment of Interest; Interest Rights Preserved.
Unless otherwise provided as contemplated by Section 301 with respect to any
series of Securities, interest on any Registered 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.

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

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Registered Securities of
         such series (or their respective Predecessor Securities) are registered
         at the close of business on a Special Record Date for the payment of
         such Defaulted Interest, which shall be fixed in the following manner.
         The Company shall notify the Trustee in writing or the amount of
         Defaulted Interest proposed to be paid on each Security of such series
         and the date of the proposed payment, and at the same time the Company
         shall deposit with the Trustee an amount of money equal to the
         aggregate

                                      -44-
<PAGE>   55
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this Clause provided. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall 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 Securities of such series at his address as it
         appears in the Security Register, not less than 10 days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following Clause (2).

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

                                      -45-
<PAGE>   56
                  Subject to the foregoing provisions of this Section and
Section 305, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

                  SECTION 308. Persons Deemed Owners. Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Register Security is registered as the owner of such Registered Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Sections 305 and 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                  Title to any Bearer Security and any Coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any agent of the
Company or the Trustee may treat the Holder of any Bearer Security and the
Holder of any Coupon as the absolute owner of such Security or Coupon for the
purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or Coupon be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                  SECTION 309. Cancelation. All Securities and Coupons
surrendered for payment, redemption, registration of transfer or exchange or for
credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee. All Securities and Coupons
so delivered shall be promptly canceled by the Trustee. All Bearer Securities
and unmatured Coupons held by the Trustee pending such cancelation shall be
deemed to be delivered for cancelation for all purposes of this

                                      -46-
<PAGE>   57
Indenture and the Securities. The Company may at any time deliver to the Trustee
for cancelation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for cancelation
any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly canceled by
the Trustee. 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 and Coupons held by the
Trustee shall be disposed of in a manner selected by the Trustee unless
otherwise directed by a Company Order.

                  SECTION 310. Computation of Interest. Except as otherwise
specified as contemplated by Section 301 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.

                  SECTION 311. Compliance with Certain Laws and Regulations. If
any Bearer Securities are to be issued in any series of Securities, the Company
will use reasonable efforts to provide for arrangements and procedures designed
pursuant to then applicable laws and regulations, if any, to ensure that such
Bearer Securities are sold or resold, exchanged, transferred and paid only in
compliance with such laws and regulations and without adverse consequences to
the Company, the Holders and the Trustee.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

                  SECTION 401. Satisfaction and Discharge of Indenture. This
Indenture shall upon Company Request cease to be of further effect with respect
to a series of Securities (except as to any surviving rights of (as

                                      -47-
<PAGE>   58
applicable) registration of transfer or exchange of Securities and Coupons, if
any, of such series herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such series, when

                  (1) either

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

                           (B) all such Securities and Coupons of such
                  series not theretofore delivered to the Trustee
                  for cancelation

                                    (i) have become due and payable, or

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

                                      -48-
<PAGE>   59
                                    (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
                           Company,

                  and the Company, in the case of (i),(ii) or (iii) above, has
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust for the purpose an amount in the currency or
                  currency unit in which such Securities and Coupons of such
                  series are payable sufficient to pay and discharge the entire
                  indebtedness on such Securities and Coupons of such series not
                  theretofore delivered to the Trustee for cancelation, for
                  principal (and premium, if any) and interest, if any, to the
                  date of such deposit (in the case of Securities and Coupons of
                  such series which have become due and payable) or to the
                  Stated Maturity or Redemption Date, as the case may be;

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture with respect to a series, the obligations of the Company to the
Trustee under Section 607, the obligations of the Trustee to any Authenticating
Agent under Section 614 and, if money shall have been deposited with Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

                                      -49-
<PAGE>   60
                  SECTION 402. Application of Trust Money. Subject to the
provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Sections 401 and 403 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and Coupons, if any,
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

                  SECTION 403. Satisfaction, Discharge and Defeasance of
Securities of Any Series. If this Section is specified, as contemplated by
Section 301, to be applicable to Securities and Coupons, if any, of any series,
at the Company's option, either

                  (a) the Company will be deemed to have been Discharged (as
         defined below) from its obligations with respect to Securities and
         Coupons, if any, of such series or

                  (b) the Company will cease to be under any obligation to
         comply with any term, provision or condition set forth in (x) Section
         801 or 802 or (y) the instrument or instruments setting forth the
         terms, provisions or conditions of such series pursuant to Section 301
         (provided in case of this subclause (y) that such instrument or
         instruments specify which terms, provisions or conditions, if any, are
         subject to this clause (b); provided further, however, that no such
         instrument may specify that the Company may cease to comply with any
         obligations as to which it may not be Discharged pursuant to the
         definition of "Discharged"); in each case (a) and (b) with respect to
         the Securities and Coupons, if any, of such series on the 91st day
         after the applicable conditions set forth below in (p) and either (q)
         or (r) have been satisfied:

                                      -50-
<PAGE>   61
                           (p) (1) the Company has paid or caused to be paid all
                  other sums payable with respect to the Outstanding Securities
                  and Coupons, if any, of such series (in addition to any
                  required under (q) or (r)); and

                           (2) the Company has delivered to the Trustee an
                  Officers' Certificate and an Opinion of Counsel, each stating
                  that all conditions precedent herein provided for relating to,
                  as applicable, (i) the satisfaction and discharge of the
                  entire indebtedness on all Outstanding Securities and Coupons,
                  if any, of any such series or (ii) the discharge of the
                  obligations with respect to the Securities of such series set
                  forth in (b) above, have been complied with;

                           (q)(l) the Company shall have with respect to (a) or
                  (b) above deposited or caused to be deposited irrevocably with
                  the Trustee as a trust fund specifically pledged as security
                  for, and dedicated solely to, the benefit of the Holders of
                  the Securities and Coupons, if any, of such series (i) money
                  in an amount (in such currency, currencies or currency unit or
                  units in which any Outstanding Securities and Coupons, if any,
                  of such series are payable) or (ii) in the case of Securities
                  and Coupons, if any, denominated in Dollars, U.S. Government
                  Obligations (as defined below) or, in the case of Securities
                  and Coupons, if any, denominated in a Foreign Currency,
                  Foreign Government Securities (as defined below), which
                  through the payment of interest and principal in respect
                  thereof in accordance with their terms will provide, not later
                  than one day before the due date of any payment of principal
                  (including any premium) and interest, if any, under the
                  Securities and Coupons, if any, of such series, money in an
                  amount or (iii) a combination of (i) and (ii), sufficient (in
                  the opinion with respect

                                      -51-
<PAGE>   62
                  to (ii) and (iii) of a nationally recognized firm of
                  independent public accountants expressed in a written
                  certification thereof delivered to the Trustee) to pay and
                  discharge each instalment of principal of (including any
                  premium), and interest, if any, on, the Outstanding Securities
                  and Coupons, if any, of such series on the dates such
                  instalments of interest or principal (including any premium)
                  are due, in the currency, currencies or currency unit or
                  units, in which such Securities and Coupons, if any, are
                  payable;

                           (2)(i) no Event of Default or event (including such
                  deposit) which with notice or lapse of time would become an
                  Event of Default shall have occurred and be continuing on the
                  date of such deposit, (ii) no Event of Default as defined in
                  clause (5) or (6) of Section 501, or event which with notice
                  or lapse of time or both would become an Event of Default
                  under either such clause, shall have occurred within 90 days
                  after the date of such deposit and (iii) such deposit and the
                  related intended consequence under (a) or (b) will not result
                  in any default or event of default under any material
                  indenture, agreement or other instrument binding upon the
                  Company or any Subsidiary or any of their properties; and

                           (3) the Company shall have delivered to the Trustee
                  an Opinion of Counsel to the effect that Holders of the
                  Securities and Coupons, if any, of such series will not
                  recognize income, gain or loss for Federal income tax purposes
                  as a result of the Company's exercise of its option under this
                  Section 403 and will be subject to Federal income tax in the
                  same amount, in the same manner and at the same times as would
                  have been the case if such option had not been exercised;

                                      -52-
<PAGE>   63
                           (r) the Company has properly fulfilled such other
                  means of satisfaction and discharge as is specified, as
                  contemplated by Section 301, to be applicable to the
                  Securities and Coupons, if any, of such series.

                  Any deposits with the Trustee referred to in clause (q)(l)
         above will be made under the terms of an escrow trust agreement in form
         satisfactory to the Trustee. If any Outstanding Securities and Coupons,
         if any, of such series are to be redeemed prior to their Stated
         Maturity, whether pursuant to any mandatory redemption provisions or in
         accordance with any mandatory sinking fund requirement, the applicable
         escrow trust agreement will provide therefor and the Company will make
         arrangements for the giving of notice of redemption by the Trustee in
         the name, and at the expense, of the Company.

                  SECTION 404. Reinstatement. If the Trustee is unable to apply
any money, U.S. Government Obligations or Foreign Government Securities in
accordance with Section 401 or 403 by reason of Article Fourteen, any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Securities and Coupons, if
any, of such series shall be revived and reinstated as though no deposit had
occurred pursuant to Section 401 or 403 until such time as the Trustee is
permitted to apply all such money, U.S. Government Obligations or Foreign
Government Securities in accordance with Section 401 or 403; provided, however,
that if the Company has made any payment of interest on or principal of (and
premium, if any) on any Securities and Coupons, if any, of such series because
of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such series of Securities and Coupons, if any, to
receive such payment from the money, U.S. Government Obligations or Foreign
Government Securities held by the Trustee.


                                      -53-
<PAGE>   64
                  SECTION 405. Definitions. The following terms, as used in this
Article IV, shall have the following meanings:

                  "Discharged" means that the Company will be deemed to have
         paid and discharged the entire indebtedness represented by, and
         obligations under, the Securities and Coupons, if any, of the series as
         to which this Section is specified as applicable as aforesaid and to
         have satisfied all the obligations under this Indenture relating to the
         Securities and Coupons, if any, of such series (and the Trustee, at the
         expense of the Company, will execute proper instruments acknowledging
         the same), except (A) the rights of Holders thereof to receive, from
         the trust fund described in clause (q)(l) above, payment of the
         principal of(premium, if any) and the interest, if any, on such
         Securities and Coupons, if any, when such payments are due, (B) the
         Company's obligations with respect to such Securities and Coupons, if
         any, under Sections 305 and 306 (insofar as applicable to Securities of
         such series), 402, 1002 and 1003 (last paragraph only) and the
         Company's obligations to the Trustee under Sections 607 and 610,(C) the
         rights of Holders of Securities of any series with respect to the
         currency or currency units in which they are to receive payments of
         principal, premium, if any, and interest and (D) the rights, powers,
         trusts, duties and immunities of the Trustee hereunder, will survive
         such discharge. The Company will reimburse the trust fund for any loss
         suffered by it as a result of any tax, fee or other charge imposed on
         or assessed against deposited U.S. Government Obligations or Foreign
         Government Securities, as the case may be, or any principal or interest
         paid on such obligations, and, subject to the provisions of Section
         607, will indemnify the Trustee against any claims made against the
         Trustee in connection with any such loss.

                  "Foreign Government Securities" means, with respect to
         Securities and Coupons, if any, of any

                                      -54-
<PAGE>   65
         series that are denominated in a Foreign Currency, securities that are
         (i) direct obligations of the government that issued or caused to be
         issued such currency for the payment of which obligations its full
         faith and credit is pledged or (ii) obligations of a Person controlled
         or supervised by and acting as an agency or instrumentality of such
         government the timely payment of which is unconditionally guaranteed as
         a full faith and credit obligation by such government, which, in either
         case under clauses (i) or (ii), are not callable or redeemable at the
         option of the issuer thereof.

                  "U.S. Government Obligations" means securities that are (i)
         direct obligations of the United States of America for the payment of
         which its full faith and credit is pledged or (ii) obligations of a
         Person controlled or supervised by and acting as an agency or
         instrumentality of the United States of America the timely payment of
         which is unconditionally guaranteed as a full faith and credit
         obligation of the United States of America, which, in either case under
         clauses (i) or (ii), are not callable or redeemable at the option of
         the issuer thereof, and will also include a depository receipt issued
         by a bank or trust company as custodian with respect to any such U.S.
         Government Obligation or a specified payment of interest on or
         principal of any such U.S. Government Obligation held by such custodian
         for the account of the holder of a depository receipt, provided that
         (except as required by law) such custodian is not authorized to make
         any deduction from the amount payable to the holder of such depository
         receipt from any amount received by the custodian in respect of the
         U.S. Government Obligation or the specific payment of interest on or
         principal of the U.S. Government Obligation evidenced by such
         depository receipt.

                                      -55-
<PAGE>   66
                                  ARTICLE FIVE

                                    Remedies

                  SECTION 501. Events of Default. "Event of Default", wherever
used herein with respect to Securities of any series, means any one of the
following events (whatever the reason for such Event of 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), unless it is either inapplicable to
a particular series or it is specifically deleted or modified in or pursuant to
the supplemental indenture or Board Resolution establishing such series of
Securities or in the form of Security for such series:

                  (1) default in the payment of any interest upon any Security
         of that series when it becomes due and payable, and continuance of such
         default for a period of 30 days; or

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

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series; or

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in the performance or breach of which is elsewhere
         in this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of a series of
         Securities other than that series), and continuance of such default or
         breach for a period of 60 days after there has been given, by
         registered or certified mail, to the Company by the Trustee or to the

                                      -56-
<PAGE>   67
         Company and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (5) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect or the Company
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 90 consecutive
         days; or

                  (6) the commencement by the Company of a voluntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         it to the entry of a decree or order for relief in respect of the
         Company in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against it, or the filing by it of a petition or answer
         or consent seeking reorganization or relief under any applicable
         Federal or State law, or the consent by it to the filing of such
         petition or to the appointment of or taking possession by a custodian,
         receiver, liquidator,

                                      -57-
<PAGE>   68
         assignee, trustee, sequestrator or similar official of the Company or
         of any substantial part of its property, or the making by it of an
         assignment for the benefit of creditors, or the admission by it in
         writing of its inability to pay its debts generally as they become due,
         or the taking of corporate action by the Company in furtherance of any
         such action; or

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

                  SECTION 502. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all of the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable.

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

                  (1) the Company has paid or deposited with the
         Trustee a sum sufficient to pay

                                      -58-
<PAGE>   69
                           (A) all overdue interest on all Securities of
                  that series,

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and, to the extent that
                  payment of such interest is lawful, interest thereon at the
                  rate or rates prescribed therefor in such Securities,

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

                           (D) in Dollars 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 all other amounts due the Trustee under Section
                  607;

         and

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

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

                  SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if

                  (1) default is made in the payment of any interest on any
         Security or Coupon when such interest becomes due and payable and such
         default continues for the

                                      -59-
<PAGE>   70
         period of grace provided for with respect to such Security,

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof, and such
         default continues for any period of grace provided for with respect to
         such Security, or

                  (3) default is made in the deposit of any sinking
         fund payment, when and as due by the terms of a
         Security,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and Coupons, if any, the whole amount then due and
payable on such Securities and Coupons, if any, for principal (and premium, if
any) and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any) and
on any overdue interest, at the rate or rates prescribed therefor in such
Securities and Coupons, if any, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due the Trustee under Section 607.

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

                                      -60-
<PAGE>   71
                  If an Event of Default with respect to Securities and Coupons,
if any, of any series occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of such series by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.

                  SECTION 504. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Securities and to file such other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel and
         all other amounts due the Trustee under Section 607) and of the Holders
         allowed in such judicial proceeding, and

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

                                      -61-
<PAGE>   72
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

                  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.

                  SECTION 505. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities or Coupons, if any, may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or Coupons or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due the Trustee under Section 607,
be for the ratable benefit of the Holders of the Securities and Coupons, if any,
in respect of which such judgment has been recovered.

                  SECTION 506. Application Money Collected. Any money collected
by the Trustee pursuant to this Article shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal (or premium, if any) or interest, upon
presentation of the Securities and the

                                      -62-
<PAGE>   73
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  FIRST: to the payment of all amounts due the Trustee under
         Section 607;

                  SECOND: to the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Securities 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 such Securities for
         principal (and premium, if any) and interest, respectively; and

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

                  SECTION 507. Limitation on Suits. No Holder of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver of trustee, or
for any other remedy hereunder, unless

                  (1) an Event of Default with respect to Securities of such
         series shall have occurred and be continuing and such Holder has
         previously given written notice to the Trustee of such continuing Event
         of Default;

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

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

                                      -63-
<PAGE>   74
                  (4) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture (including without limitation the provisions of Section 512)
to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.

                  SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Security or any Coupon shall have the right, which
is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307) interest on such Security or
Coupon on the Stated Maturity or 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 rights shall not be impaired without
the consent of such Holder.

                  SECTION 509. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee

                                      -64-
<PAGE>   75
and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

                  SECTION 510. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  SECTION 511. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

                  SECTION 512. Control by Holders. The Holders of not less than
a majority in principal amount of the Out- standing Securities of any series
shall have the right to direct the time, method and place of conducting any pro-
ceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of such series;
provided that

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

                                      -65-
<PAGE>   76
                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction, and

                  (3) subject to the provisions of Section 601, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer or Officers of
         the Trustee, determine that the action so directed would involve the
         Trustee in personal liability.

                  SECTION 513. Waiver of Past Defaults. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default

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

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

                  Upon any such waiver, such default shall cease to exist with
respect to such series, and any Event of Default with respect to such series
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 514. Undertaking for Costs. All parties to this
Indenture agree, and each Holder by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or

                                      -66-
<PAGE>   77
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security or the payment of interest on any Coupon on
or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).

                  SECTION 515. Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE SIX

                                   The Trustee

                  SECTION 601.  Certain Duties and Responsibilities.
(a) Except during the continuance of an Event of Default,

                                      -67-
<PAGE>   78
                  (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
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not they conform to the requirements of this
         Indenture.

                  (b) In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his 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 wilful 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;

                  (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in

                                      -68-
<PAGE>   79
         good faith in accordance with the direction of the Holders of a
         majority in principal amount of the Outstanding Securities of any
         series, given pursuant to Section 512, 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 of such series; and

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

                  (d) 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 602. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit notice of such default hereunder known to the
Trustee to Holders of such Securities as provided in Section 703(d), 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 on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, 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 or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; provided
further that, in the case of any default of the character specified

                                      -69-
<PAGE>   80
in Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence of an Event
of Default. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

                  SECTION 603. Certain Rights of Trustee. Subject to the
provisions of Section 601:

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

                  (b) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         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;

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

                                      -70-
<PAGE>   81
                  (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 which might be
         incurred by it in compliance with such request or direction;

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

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

                  (h) The Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture.

                  SECTION 604. 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 Company, and the Trustee assumes no responsibility for their

                                      -71-
<PAGE>   82
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
Company of Securities or the proceeds thereof.

                  SECTION 605. May Hold Securities. The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities or warrants to purchase Securities and, subject
to Sections 608 and 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar or
such other agent.

                  SECTION 606. Money Held in Trust. Except as provided in
Section 114, money held by the Trustee or any Paying Agent in trust hereunder
need not be segregated from other funds except to the extent required by law.
The Trustee or any Paying Agent shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

                  SECTION 607. Compensation and Reimbursement. The Company
agrees

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

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee in Dollars 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,

                                      -72-
<PAGE>   83

         disbursement or advance as may be attributable to its negligence or bad
         faith; and

                  (3) to indemnify the Trustee in Dollars for, and to hold it
         harmless against, any loss, liability or expense incurred without
         negligence or bad faith on its part, arising out of or in connection
         with the acceptance or administration of the trust or trusts 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.

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

                  SECTION 608. Disqualification; Conflicting Interests. (a) If
the Trustee has or shall acquire any conflicting interest, as defined in this
Section, with respect to the Securities and Coupons, if any, of any series, it
shall, within 90 days after ascertaining that it has such conflicting interest,
either eliminate such conflicting interest or resign with respect to the
Securities and Coupons, if any, of that series in the manner and with the effect
hereinafter specified in this Article.

                  (b) In the event that the Trustee shall fail to comply with
the provisions of Subsection (a) of this Section with respect to the Securities
of any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit notice pursuant to Section 106, of such failure to all
Holders of such series.

                  (c) For the purposes of this Section, the Trustee shall be
deemed to have a conflicting interest with respect to the Securities of any
series if





                                      -73-
<PAGE>   84
                  (1) the Trustee is trustee under this Indenture with respect
         to the Outstanding Securities of any series other than that series or
         is trustee under another indenture under which any other securities, or
         certificates of interest or participation in any other securities, of
         the Company are outstanding, unless such other indenture is a
         collateral trust indenture under which the only collateral consists of
         Securities issued under this Indenture; provided that there shall be
         excluded from the operation of this paragraph this Indenture with
         respect to the Securities of any series other than that series or any
         indenture or indentures under which other securities, or certificates
         of interest or participation in other securities, of the Company are
         outstanding, if

                           (i) this Indenture and such other indenture or
                  indentures are wholly unsecured and such other indenture or
                  indentures are hereafter qualified under the Trust Indenture
                  Act, unless the Commission shall have found and declared by
                  order pursuant to Section 305(b) or Section 307(c) of the
                  Trust Indenture Act that differences exist between the
                  provisions of this Indenture with respect to Securities of
                  that series and one or more other series or the provisions of
                  such other indenture or indentures which are so likely to
                  involve a material conflict of interest as to make it
                  necessary in the public interest or for the protection of
                  investors to disqualify the Trustee from acting as such under
                  this Indenture with respect to the Securities of that series
                  and such other series or under such other indenture or
                  indentures, or

                           (ii) the Company shall have sustained the burden of
                  proving, on application to the Commission and after
                  opportunity for hearing thereon, that trusteeship under this
                  Indenture with respect to the Securities of that series and



                                      -74-
<PAGE>   85
                  such other series or such other indenture or indentures is not
                  so likely to involve a material conflict of interest as to
                  make it necessary in the public interest or for the protection
                  of investors to disqualify the Trustee from acting as such
                  under this Indenture with respect to the Securities of that
                  series and such other series or under such other indenture or
                  indentures;

                  (2) the Trustee or any of its directors or executive officers
         is an obligor upon the Securities or an underwriter for the Company;

                  (3) the Trustee directly or indirectly controls or is directly
         or indirectly controlled by or is under direct or indirect common
         control with the Company or an underwriter for the Company;

                  (4) the Trustee or any of its directors or executive officers
         is a director, officer partner, employee, appointee or representative
         of the Company, or of an underwriter (other than the Trustee itself)
         for the Company who is currently engaged in the business of
         underwriting, except that (i) one individual may be a director or an
         executive officer, or both, of the Trustee and a director or an
         executive officer, or both, of the Company but may not be at the same
         time an executive officer of both the Trustee and the Company; (ii) if
         and so long as the number of directors of the Trustee in office is more
         than nine, one additional individual may be a director or an executive
         officer, or both, of the Trustee and a director of the Company; and
         (iii) the Trustee may be designated by the Company or by any
         underwriter for the Company to act in the capacity of transfer agent,
         registrar, custodian, paying agent, fiscal agent, escrow agent or
         depositary, or in any other similar capacity, or, subject to the
         provisions of paragraph (l) of this Subsection, to act as trustee,
         whether under an indenture or otherwise;


                                      -75-
<PAGE>   86
                  (5) 10% or more of the voting securities of the Trustee is
         beneficially owned either by the Company or by any director, partner or
         executive officer thereof, or 20% or more of such voting securities is
         beneficially owned, collectively, by any two or more of such persons;
         or 10% or more of the voting securities of the Trustee is beneficially
         owned either by an underwriter for the Company or by any director,
         partner or executive officer thereof, or is beneficially owned,
         collectively, by any two or more such persons;

                  (6) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), (i) 5% or more of the voting
         securities, or 10% or more of any other class of security, of the
         Company not including the Securities issued under this Indenture and
         securities issued under any other indenture under which the Trustee is
         also trustee, or (ii) 10% or more of any class of security of an
         underwriter for the Company;

                  (7) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), 5% or more of the voting
         securities of any person who, to the knowledge of the Trustee, owns 10%
         or more of the voting securities of, or controls directly or indirectly
         or is under direct or indirect common control with, the Company;

                  (8) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), 10% or more of any class of
         security of any person who, to the knowledge of the Trustee, owns 50%
         or more of the voting securities of the Company; or

                  (9) the Trustee owns, on May 15 in any calendar year, in the
         capacity of executor, administrator,


                                      -76-
<PAGE>   87
         testamentary or inter vivos trustee, guardian, committee or
         conservator, or in any other similar capacity, an aggregate of 25% or
         more of the voting securities, or of any class of security, of any
         person, the beneficial ownership of a specified percentage of which
         would have constituted a conflicting interest under paragraph (6), (7)
         or (8) of this Subsection. As to any such securities of which the
         Trustee acquired ownership through becoming executor, administrator or
         testamentary trustee of an estate which included them, the provisions
         of the preceding sentence shall not apply, for a period of two years
         from the date of such acquisition, to the extent that such securities
         included in such estate do not exceed 25% of such voting securities or
         25% of any such class of security. Promptly after May 15 in each
         calendar year, the Trustee shall make a check of its holdings of such
         securities in any of the above-mentioned capacities as of such May 15.
         If the Company fails to make payment in full of the principal of (or
         premium, if any) or interest on any of the Securities when and as the
         same becomes due and payable, and such failure continues for 30 days
         thereafter, the Trustee shall make a prompt check of its holdings of
         such securities in any of the above-mentioned capacities as of the date
         of the expiration of such 30-day period, and after such date,
         notwithstanding the foregoing provisions of this paragraph, all such
         securities so held by the Trustee, with sole or joint control over such
         securities vested in it, shall, but only so long as such failure shall
         continue, be considered as though beneficially owned by the Trustee for
         the purposes of paragraphs (6), (7) and (8) of this Subsection.

                  The specification of percentages in paragraphs (5) to (9),
inclusive, of this Subsection shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this Subsection.


                                      -77-
<PAGE>   88
                  For the purposes of paragraphs (6), (7), (8) and (9) of this
Subsection only, (i) the terms "security" and "securities" shall include only
such securities as are generally known as corporate securities, but shall not
include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (ii) an obligation shall be deemed to
be "in default" when a default in payment of principal shall have continued for
30 days or more and shall not have been cured; and (iii) the Trustee shall not
be deemed to be the owner or holder of (A) any security which it holds as
collateral security, as trustee or otherwise, for an obligation which is not in
default as defined in clause (ii) above, or (B) any security which it holds as
collateral security under this Indenture, irrespective of any default hereunder,
or (C) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.

                  (d) For the purposes of this Section:

                  (1) The term "underwriter", when used with reference to the
         Company, means every person who, within three years prior to the time
         as of which the determination is made, has purchased from the Company
         with a view to, or has offered or sold for the Company in connection
         with, the distribution of security of the Company outstanding at such
         time, or has participated or has had a direct or indirect participation
         in any such undertaking, or has participated and has had a
         participation in the direct or indirect underwriting of any such
         undertaking, but such term shall not include a person whose interest
         was limited to a commission from an underwriter or dealer not in excess
         of the usual and customary distributors' or sellers' commission.

                  (2) The term "director" means any director of a corporation or
         any individual performing similar


                                      -78-
<PAGE>   89
         functions with respect to any organization, whether incorporated or
         unincorporated.

                  (3) The term "person" means an individual, a corporation, a
         partnership, an association, a joint- stock company, a trust, an
         unincorporated organization or a government or political subdivision
         thereof. As used in this paragraph, the term "trust" shall include only
         a trust where the interest or interests of the beneficiary or
         beneficiaries are evidenced by a security.

                  (4) The term "voting security" means any security presently
         entitling the owner or holder thereof to vote in the direction or
         management of the affairs of a person, or any security issued under or
         pursuant to any trust, agreement or arrangement whereby a trustee or
         trustees or agent or agents for the owner or holder of such security
         are presently entitled to vote in the direction or management of the
         affairs of a person.

                  (5) The term "Company" means any obligor upon the Securities.

                  (6) The term "executive officer" means the president, every
         vice president, every trust officer, the cashier, the secretary and the
         treasurer of a corporation, and any individual customarily performing
         similar functions with respect to any organization whether incorporated
         or unincorporated, but shall not include the chairman of the board of
         directors.

                  (e) The percentages of voting securities and other securities
specified in this Section shall be calculated in accordance with the following
provisions:

                  (1) A specified percentage of the voting securities of the
         Trustee, the Company or any other person referred to in this Section
         (each of whom is referred to as a "person" in this paragraph) means
         such


                                      -79-
<PAGE>   90
         amount of the outstanding voting securities of such person as entitles
         the holder or holders thereof to cast such specified percentage of the
         aggregate votes which the holders of all the outstanding voting
         securities of such person are entitled to cast in the direction or
         management of the affairs of such person.

                  (2) A specified percentage of a class of securities of a
         person means such percentage of the aggregate amount of securities of
         the class outstanding.

                  (3) The term "amount", when used in regard to securities,
         means the principal amount if relating to evidences of indebtedness,
         the number of shares if relating to capital shares and the number of
         units if relating to any other kind of security.

                  (4) The term "outstanding" means issued and not held by or for
         the account of the issuer. The following securities shall not be deemed
         outstanding within the meaning of this definition:

                           (i) securities of an issuer held in a sinking
                  fund relating to securities of the issuer of the
                  same class;

                           (ii) securities of an issuer held in a sinking fund
                  relating to another class of securities of the issuer, if the
                  obligation evidenced by such other class of securities is not
                  in default as to principal or interest or otherwise;

                           (iii) securities pledged by the issuer thereof as
                  security for an obligation of the issuer not in default as to
                  principal or interest or otherwise; and


                                      -80-
<PAGE>   91
                           (iv) securities held in escrow if placed in
                  escrow by the issuer thereof;

provided, however, that any voting securities of an issuer shall be deemed
outstanding if any person other than the issuer is entitled to exercise the
voting rights thereof.

                  (5) A security shall be deemed to be of the same class as
         another security if both securities confer upon the holder or holders
         thereof substantially the same rights and privileges; provided,
         however, that, in the case of secured evidences of indebtedness, all of
         which are issued under a single indenture, differences in the interest
         rates or maturity dates of various series thereof shall not be deemed
         sufficient to constitute such series different classes and provided
         further that, in the case of unsecured evidences of indebtedness,
         differences in the interest rates or maturity dates thereof shall not
         be deemed sufficient to constitute them securities of different
         classes, whether or not they are issued under a single indenture.

                  SECTION 609. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder which shall be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, 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 said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in




                                      -81-
<PAGE>   92
the manner and with the effect hereinafter specified in this Article.

                  SECTION 610. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the resigning Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

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

                  (d)  If at any time:

                  (1) the Trustee shall fail to comply with Section 608(a) after
         written request therefor by the Company or by any Holder who has been a
         bona fide Holder of a Security for at least six months, or

                  (2) the Trustee for a series shall cease to be eligible under
         Section 609 and shall fail to resign after written request therefor by
         the Company or by any Holder of Securities of such series, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a


                                      -82-
<PAGE>   93
         receiver of the Trustee or of its property shall be appointed or any
         public officer shall take charge or control of the Trustee or of its
         property or affairs for the purpose of rehabilitation, conservation or
         liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Trustee
for any cause, with respect to the Securities of one more series, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 611. If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount or the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted


                                      -83-
<PAGE>   94
appointment in the manner required by Section 611, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

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

                  SECTION 611. Acceptance of Appointment by Successor. (a) In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of 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) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture



                                      -84-
<PAGE>   95
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
cotrustees of the same trust and that such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

                  (c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such



                                      -85-
<PAGE>   96
successor Trustee all such rights, powers and trusts referred to in paragraph
(a) or (b) of this Section, as the case may be.

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

                  SECTION 612. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any 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 with the same
effect as if such successor Trustee had itself authenticated such Securities.

                  SECTION 613. Preferential Collection of Claims Against
Company. (a) Subject to Subsection (b) of this Section, if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within four months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and Coupons, if any, and the holders of other indenture securities,
as defined in Subsection (c) of this Section:



                                      -86-
<PAGE>   97
                  (1) an amount equal to any and all reductions in the amount
         due and owing upon any claim as such creditor in respect of principal
         or interest, effected after the beginning of such four-month period and
         valid as against the Company and its other creditors, except any such
         reduction resulting from the receipt or disposition of any property
         described in paragraph (2) of this Subsection, or from the exercise of
         any right of set-off which the Trustee could have exercised if a
         petition in bankruptcy had been filed by or against the Company upon
         the date of such default; and

                  (2) all property received by the Trustee in respect of any
         claims as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the beginning
         of such four-month period, or an amount equal to the proceeds of any
         such property, if disposed of, subject, however, to the rights, if any,
         of the Company and its other creditors in such property or such
         proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

                  (A) to retain for its own account (i) payments made on account
         of any such claim by any Person (other than the Company) who is liable
         thereon, and (ii) the proceeds of the bona fide sale of any such claim
         by the Trustee to a third Person, and (iii) distributions made in cash,
         securities or other property in respect of claims filed against the
         Company in bankruptcy or receivership or in proceedings for
         reorganization pursuant to the Federal Bankruptcy Act or applicable
         State law;

                  (B) to realize, for its own account, upon any property held by
         it as security for any such claim, if such property was so held prior
         to the beginning of such four-month period;



                                      -87-
<PAGE>   98
                  (C) to realize, for its own account, but only to the extent of
         the claim hereinafter mentioned, upon any property held by it as
         security for any such claim, if such claim was created after the
         beginning of such four-month period and such property was received as
         security therefor simultaneously with the creation thereof, and if the
         Trustee shall sustain the burden of proving that at the time such
         property was so received the Trustee had no reasonable cause to believe
         that a default, as defined in Subsection (c) of this Section, would
         occur within four months; or

                  (D) to receive payment on any claim referred to in paragraph
         (B) or (C), against the release of any property held as security for
         such claim as provided in paragraph (B) or (C), as the case may be, to
         the extent of the fair value of such property.

                  For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such four-month period for property held as
security at the time of such substitution shall, to the extent of the fair value
of property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

                  If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned among the Trustee, the Holders and the holders of other indenture
securities in such manner that the Trustee, the Holders and the holders of other
indenture securities realize, as a result of payments from such special account
and payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, the same percentage of their respective
claims, figured before


                                      -88-
<PAGE>   99
crediting to the claim of the Trustee anything on account of the receipt by it
from the Company of the funds and property in such special account and before
crediting to the respective claims of the Trustee and the Holders and the
holders of other indenture securities dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Act or applicable State law, but after
crediting thereon receipts on account of the indebtedness represented by their
respective claims from all sources other than from such dividends and from the
funds and property so held in such special account. As used in this paragraph,
with respect to any claim, the term "dividends" shall include any distribution
with respect to such claim, in bankruptcy or receivership or proceedings for
reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
whether such distribution is made in cash, securities or other property, but
shall not include any such distribution with respect to the secured portion, if
any, of such claim. The court in which such bankruptcy, receivership or
proceedings for reorganization is pending shall have jurisdiction (i) to
apportion among the Trustee, the Holders and the holders of other indenture
securities, in accordance with the provisions of this paragraph, the funds and
property held in such special account and proceeds thereof, or (ii) in lieu of
such apportionment, in whole or in part, to give to the provisions of this
paragraph due consideration in determining the fairness of the distributions to
be made to the Trustee and the Holders and the holders of other indenture
securities with respect to their respective claims, in which event it shall not
be necessary to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or to
make a specific allocation of such distributions as between the secured and
unsecured portions of such claims, or otherwise to apply the provisions of this
paragraph as a mathematical formula.

                  Any Trustee which has resigned or been removed after the
beginning of such four-month period shall be


                                      -89-
<PAGE>   100
subject to the provisions of this Subsection as though such resignation or
removal had not occurred. If any Trustee has resigned or been removed prior to
the beginning of such four-month period, it shall be subject to the provisions
of this Subsection if and only if the following conditions exist:

                  (i) the receipt of property or reduction of claim, which would
         have given rise to the obligations to account, if such Trustee had
         continued as Trustee, occurred after the beginning of such four-month
         period; and

                  (ii) such receipt of property or reduction of claim occurred
         within four months after such resignation or removal.

                  (b) There shall be excluded from the operation of Subsection
(a) of this Section a creditor relationship arising from:

                  (1) the ownership or acquisition of securities issued under
         any indenture, or any security or securities having a maturity of one
         year or more at the time of acquisition by the Trustee;

                  (2) advances authorized by a receivership or bankruptcy court
         of competent jurisdiction or by this Indenture, for the purpose of
         preserving any property which shall at any time be subject to the lien
         of this Indenture or of discharging tax liens or other prior liens or
         encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the Holders at
         the time and in the manner provided in this Indenture;

                  (3) disbursements made in the ordinary course of business in
         the capacity of trustee under an indenture, transfer agent, registrar,
         custodian, paying agent, fiscal agent or depositary, or other similar
         capacity;


                                      -90-
<PAGE>   101
                  (4) an indebtedness created as a result of services rendered
         or premises rented; or an indebtedness created as a result of goods or
         securities sold in a cash transaction, as defined in Subsection (c) of
         this Section;

                  (5) the ownership of stock or other securities of a
         corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; and

                  (6) the acquisition, ownership, acceptance or negotiation of
         any drafts, bills of exchange, acceptances or obligations which fall
         within the classification of self-liquidating paper, as defined in
         Subsection (c) of this Section.

                  (c)  For the purposes of this Section only:

                  (1) the term "default" means any failure to make payment in
         full of the principal of (or premium, if any) or interest on any of the
         Securities or upon the other indenture securities when and as such
         principal or interest becomes due and payable;

                  (2) the term "other indenture securities" means securities
         upon which the Company is an obligor out standing under any other
         indenture (i) under which the Trustee is also trustee, (ii) which
         contains provisions substantially similar to the provisions of this
         Section and (iii) under which a default exists at the time of the
         apportionment of the funds and property held in such special account;

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


                                      -91-
<PAGE>   102
                  (4) the term "self-liquidating paper" means any draft, bill of
         exchange, acceptance or obligation which is made, drawn, negotiated or
         incurred by the Company for the purpose of financing the purchase,
         processing, manufacturing, shipment, storage or sale of goods, wares or
         merchandise and which is secured by documents evidencing title to,
         possession of, or a lien upon, the goods, wares or merchandise or the
         receivables or proceeds arising from the sale of the goods, wares or
         merchandise previously constituting the security; provided the security
         is received by the Trustee simultaneously with the creation of the
         creditor relationship with the Company arising from the making,
         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation;

                  (5)  the term "Company" means any obligor upon the
         Securities; and

                  (6) the term "Federal Bankruptcy Act" means the Bankruptcy Act
         or Title 11 of the United States Code.

                  SECTION 614. Appointment of Authenticating Agent. The Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication or the delivery of Securities to the
Trustee for authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent and delivery of the


                                      -92-
<PAGE>   103
Securities to the Authenticating Agent on behalf of the Trustee. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation having a combined capital and surplus of not less than the
equivalent of $50,000,000 and subject to supervision or examination by Federal
or State authority or the equivalent foreign authority, in the case of an
Authenticating Agent who is not organized and doing business under the laws of
the United States of America, any State thereof or the District of Columbia. 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 the
corporate agency or corporate trust business of such Authenticating Agent, shall
continue to be an Authenticating Agent; provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or such Authenticating
Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating


                                      -93-
<PAGE>   104
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 Company and shall mail written notice of such appointment by
first-class mail, postage prepaid, to all Holders of Registered Securities, if
any, of the series with respect to which such Authenticating Agent will serve,
as their names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

                  The 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 607.

                  If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series 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 of the series designated therein
referred to in the within-mentioned Indenture.

                                          [full name of Trustee]

                                          _____________________________
                                                   As Trustee

                                          By __________________________
                                               As Authenticating Agent


                                      -94-
<PAGE>   105

                                          By __________________________
                                                 Authorized Officer

                  If all of the Securities of a series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
or other place where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel), shall appoint in accordance with this
Section an Authenticating Agent (which may be an Affiliate of the Company if
eligible to be appointed as an Authenticating Agent hereunder) having an office
in such Place of Payment or other place designated by the Company with respect
to such series of Securities; provided that the procedures for authentication of
such Securities by the Authenticating Agent on original issuance are acceptable
to the Trustee.

                                  ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company

                  SECTION 701. Company To Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee:

                  (a) semiannually, not later than each Interest Payment Date in
         each year, a list, in such form as the Trustee may reasonably require,
         of the names and addresses of the Holders of each series of Registered
         Securities as of the preceding Regular Record Date, as the case may be,
         and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content, such list to be dated as of a date
         not


                                      -95-
<PAGE>   106
         more than 15 days prior to the time such list is furnished, and

                  (c) such information concerning the Holders of Bearer
         Securities which is known to the Company; provided, however, that the
         Company shall have no obligation to investigate any matter relating to
         any Holder of a Bearer Security or a Coupon;

notwithstanding the foregoing subsections (a) and (b), so long as the Trustee is
the Security Registrar with respect to a particular series of Securities, no
such list shall be required to be furnished in respect of such series.

                  SECTION 702. 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 of each series (i) contained in
the most recent list furnished to the Trustee as provided in Section 701, (ii)
received by the Trustee in its capacity as Security Registrar and (iii) filed
with it within the two preceding years pursuant to Section 703(d). The Trustee
may destroy any list furnished to it as provided in Section 701 upon receipt of
a new list so furnished.

                  (b) If three or more Holders of any series (herein referred to
as "applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security of such series
for a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
Holders of such series with respect to their rights under this Indenture or
under such Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall,
within five business days after the receipt of such application, at its
election, either



                                      -96-
<PAGE>   107
                  (i) afford such applicants access to the information preserved
         at the time by the Trustee in accordance with Section 702(a), or

                  (ii) inform such applicants as to the approximate number of
         Holders of Securities of such series whose names and addresses appear
         in the information preserved at the time by the Trustee in accordance
         with Section 702(a), and as to the approximate cost of mailing to such
         Holders the form of proxy or other communication, if any, specified in
         such application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of such series whose name and
address appear in the information preserved at the time by the Trustee in
accordance with Section 702(a) a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interest of the Holders of such series or
would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the


                                      -97-
<PAGE>   108
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.

                  (c) Every Holder of Securities or Coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 702(b), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 702(b).

                  SECTION 703. Reports by Trustee. (a) Within 60 days after
March 15 of each year following the first issuance of Securities, the Trustee
shall transmit to the Holders as provided in Section 703(d), a brief report
dated as of such date with respect to:

                  (1) its eligibility under Section 609 and its qualifications
         under Section 608, or in lieu thereof, if to the best of its knowledge
         it has continued to be eligible and qualified under said Sections, a
         written statement to such effect;

                  (2) the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report, and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Securities, on any
         property or funds held or collected by it as Trustee, except that the
         Trustee shall not be required (but may elect) to report such advances
         if such advances so remaining unpaid aggregate not more than 1/2 of 1%
         of the principal amount of the Securities Outstanding on the date of
         such report;



                                      -98-
<PAGE>   109
                  (3) the amount, interest rate and maturity date of all other
         indebtedness owing by the Company (or by any other obligor on the
         Securities) to the Trustee in its individual capacity, on the date of
         such report, with a brief description of any property held as
         collateral security therefor, except an indebtedness based upon a
         creditor relationship arising in any manner described in Section
         613(b)(2), (3), (4) or (6);

                  (4) the property and funds, if any, physically in the
         possession of the Trustee as such on the date of such report;

                  (5) any additional issue of Securities which the Trustee has
         not previously reported; and

                  (6) any action taken by the Trustee in the performance of its
         duties hereunder which it has not previously reported and which in its
         opinion materially affects the Securities, except action in respect of
         a default, notice of which has been or is to be withheld by the Trustee
         in accordance with Section 602.

                  (b) The Trustee shall transmit by mail to Holders in
accordance with Section 703(d), a brief report with respect to the character and
amount of any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the date of
the last report transmitted pursuant to Subsection (a) of this Section (or if no
such report has yet been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities, on property or funds held or collected
by it as Trustee and which it has not previously reported pursuant to this
Subsection, except that the Trustee shall not be required (but may elect) to
report such advances if such advances remaining unpaid at any time aggregate 10%
or less of the principal amount of the Securities Outstanding at such time,



                                      -99-
<PAGE>   110
such report to be transmitted within 90 days after such time.

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

                  (d) Reports pursuant to Section 703(a) and 703(b) shall be
transmitted by mail (i) to all Holders, as their names and addresses appear in
the Security Register, (ii) to all Holders as have, within two years preceding
such transmission, filed their names and addresses with the Trustee for such
purpose, and (iii) except in the case of reports pursuant to Section 703(b), to
all Holders whose names and addresses have been furnished or received by the
Trustee pursuant to Sections 701 and 702.

                  SECTION 704. Reports by Company. The Company shall:

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of said Sections, then it shall file with the
         Trustee and the Commission, in accordance with rules and regulations
         prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934 in respect of




                                     -100-
<PAGE>   111
         a security listed and registered on a national securities exchange as
         may be prescribed from time to time in such rules and regulations;

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

                  (3) transmit by mail to Holders of Securities, in accordance
         with Section 703(d), within 30 days after the filing thereof with the
         Trustee, such summaries of any information, documents and reports
         required to be filed by the Company pursuant to paragraphs (1) and (2)
         of this Section as may be required by rules and regulations prescribed
         from time to time by the Commission.

                                  ARTICLE EIGHT

                       Consolidation, Merger, Conveyance,
                                Transfer or Lease

                  SECTION 801. Company May Consolidate, Etc., Only on Certain
Terms. The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

                  (1) in case the Company shall consolidate with or merge into
         another corporation 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 Company is merged or




                                     -101-
<PAGE>   112
         the Person which acquires by conveyance or transfer, or which leases,
         the properties and assets of the Company substantially as an entirety
         shall be a corporation organized and existing under the laws of the
         United States of America, any State thereof or the District of Columbia
         and shall expressly assume, by an indenture supplemental hereto,
         executed and delivered to the Trustee, in form satisfactory to the
         Trustee, the due and punctual payment of the principal of (and premium,
         if any) and interest on all the Securities and the performance of every
         covenant of this Indenture on the part of the Company to be performed
         or observed;

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

                  (3) if, as a result of any such consolidation or merger or
         such conveyance, transfer or lease, properties or assets of the Company
         or of any Subsidiary would become subject to a mortgage, pledge, lien,
         security interest or other encumbrance which would not be permitted by
         this Indenture, the Company or such successor corporation or Person, as
         the case may be, shall take such steps as shall be necessary
         effectively to secure the Securities equally and ratable with (or prior
         to) all indebtedness secured thereby; and

                  (4) if a supplemental indenture is required in connection with
         such transaction, the Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease




                                     -102-
<PAGE>   113
         and such supplemental indenture comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

                  SECTION 802. Successor Corporation Substituted. Upon any
consolidation by the Company with or merger by the Company into any other
corporation or any conveyance, transfer or lease of the properties and assets of
the Company substantially as an entirety in accordance with Section 801, the
successor corporation formed by such consolidation or into which the Company 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 Company
under this Indenture with the same effect as if such successor corporation had
been named as the Company herein, and thereafter, except in the case of such
lease, the predecessor Corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities and Coupons, if any.

                                  ARTICLE NINE

                             Supplemental Indentures

                  SECTION 901. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of




                                     -103-
<PAGE>   114
         Securities (and if such covenants are to be for the benefit of less
         than all series of Securities, stating that such covenants are
         expressly being included solely for the benefit of such series) or to
         surrender any right or power herein conferred upon the Company;

                  (3) to add any additional Events of Default with respect to
         all or any series of the Securities (and, if such Event of Default is
         applicable to less than all series of Securities specifying the series
         to which such Event of Default is applicable);

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to facilitate the
         issuance of Securities in bearer form, registrable or not registrable
         as to principal, and with or without interest coupons; to change or
         eliminate any restrictions on the payment of principal of or any
         premium or interest on Bearer Securities, to permit Bearer Securities
         to be issued in exchange for Registered Securities, to permit Bearer
         Securities to be issued in exchange for Bearer Securities of other
         authorized denominations; provided that any such addition or change
         shall not adversely affect the interests of the Holders of Securities
         of any series or any related Coupons in any material respect;

                  (5) to change or eliminate any of the provisions of this
         Indenture; provided that any such change or elimination shall become
         effective only when there is no Security Outstanding of any series
         created prior to the execution of such supplemental indenture which is
         adversely affected by such change in or elimination of such provision;

                  (6) to establish the form or terms of Securities of any series
         as permitted by Sections 201 and 301;

                  (7) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with



                                     -104-
<PAGE>   115
         respect to the Securities of one or more series and to add to or change
         any of the provisions of this Indenture as shall be necessary to
         provide for or facilitate the administration of the trusts hereunder by
         more than one Trustee, pursuant to the requirements of Section 611(b);

                  (8) if allowed under applicable laws and regulations to permit
         payment in the United States of America (including any of the states
         and the District of Columbia), its territories, its possessions and
         other areas subject to its jurisdiction, of principal, premium or
         interest on Bearer Securities or Coupons, if any;

                  (9) to provide for the issuance of uncertificated Securities
         of one or more series in addition to or in place of certificated
         Securities; or

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

                  SECTION 902. Supplemental Indentures With Consent of Holders.
With the consent of the Holders of not less than 66-2/3% in principal amount of
the Outstanding Securities of all series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided,




                                     -105-
<PAGE>   116
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
         instalment of principal of or 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 any obligation of the
         Company to pay additional amounts pursuant to Section 1005 (except as
         contemplated by Section 801(1) and permitted by Section 901(1)), or
         reduce the amount of the principal of an Original Issue Discount
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 502, or change
         any Place of Payment where, or the currency, currencies or currency
         unit or units in which, any Security or any premium or the interest
         thereon is payable, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the Redemption Date),

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

                  (3) change any obligation of the Company, with respect to
         Outstanding Securities of a series, to maintain an office or agency in
         the places and for the purposes specified in Section 1002 for such
         series, or

                  (4) modify any of the provisions of this Section or Section
         513, except to increase any such percentage or to provide with respect
         to any particular series the right to condition the effectiveness of
         any supplemental indenture as to that series on the consent




                                     -106-
<PAGE>   117
         of the Holders of a specified percentage of the aggregate principal
         amount of Outstanding Securities of such series (which provision may be
         made pursuant to Section 301 without the consent of any Holder) or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Security affected thereby, provided, however, that this
         clause shall not be deemed to require the consent of any Holder with
         respect to changes in the references to "the Trustee" and concomitant
         changes in this Section or the deletion of this proviso, in accordance
         with the requirements of Sections 611(b) and 901(7).

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

                  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 903. 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 601) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own



                                     -107-
<PAGE>   118
rights, duties, immunities or liabilities under this Indenture or otherwise.

                  SECTION 904. 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 905. 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 906. Reference in Securities to Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

                                    Covenants

                  SECTION 1001. Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of each series of Securities and
Coupons, if any, that it will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities and Coupons, if any, of that
series in accordance with the terms of the




                                     -108-
<PAGE>   119
Securities and Coupons, if any, of such series and this Indenture.

                  SECTION 1002. Maintenance of Office or Agency. If Securities
of a series are issuable only as Registered Securities, the Company will
maintain in each Place of Payment for such series an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. For Securities
having a Place of Payment in the Borough of Manhattan, The City of New York, the
Company hereby appoints as such agent Chemical Bank, acting through its
Corporate Trust Office, presently located at 55 Water Street, New York, N.Y.
10041. If Securities of a series are issuable as Bearer Securities, the Company
will maintain (A) in the Borough of Manhattan, The City of New York, an office
or agency where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related Coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise) (the foregoing Corporate Trust Office of Chemical
Bank being hereby so appointed as such agency), (B) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series which is
located outside the United States, an office or agency where Securities of that
series and related Coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Securities of that
series pursuant to Section 1005); provided, however, that if the Securities of
that series are listed on The Stock Exchange of the United Kingdom and the
Republic of Ireland, the Luxembourg Stock Exchange or any




                                     -109-
<PAGE>   120
other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange, and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located in Europe, an office or
agency where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee and the Holders of the location, and
any change in the location, of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency in respect of
any series of Securities or shall fail to furnish the Trustee with the address
thereof, such presentations and surrenders of Securities of that series may be
made and notices and demands may be made or served at the Corporate Trust Office
of the Trustee, except that Bearer Securities of that series and the related
Coupons may be presented and surrendered for payment (including payment of any
additional amounts payable on Bearer Securities of that series pursuant to
Section 1005) at the London office of the Trustee (or an agent with a London
office appointed by the Trustee and acceptable to the Company), and the Company
hereby appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands.

                  No payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, that, if the Securities or a series are denominated and payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security




                                     -110-
<PAGE>   121
(including any additional amounts payable on Securities of such series pursuant
to Section 1005) shall be made at the office of the Company's Paying Agent in
the Borough of Manhattan, The City of New York, if (but only if) payment in
Dollars of the full amount of such principal, premium, interest or additional
amounts, as the case may be, at all offices or agencies outside the United
States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

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

                  SECTION 1003. Money For Securities Payments to be Held in
Trust. If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, 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
action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, at or prior to the opening of business on
each due date of the principal of (and premium, if any) or interest on any
Securities of that




                                     -111-
<PAGE>   122
series, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

                  The Company will cause each Paying Agent for any series of
Securities 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 on Securities of that series 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 Company (or
any other obligor upon the Securities of that series) in making of any payment
of principal (and premium, if any) or interest on the securities of that series;
and

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

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




                                     -112-
<PAGE>   123
                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall upon Company request be paid to the Company, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security and Coupons, if any, shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense and at the direction of the
Company 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 herein, 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 Company.

                  SECTION 1004. Statement by Officers as to Default. The Company
will deliver to the Trustee for each series of Securities, within 120 days after
the end of each fiscal year of the Company (which as of the date hereof ends on
December 31 of each year) ending after the date hereof so long as any Security
is Outstanding hereunder, an Officers' Certificate, stating that in the course
of the performance by the signers of their duties as such officers of the
Company they would normally obtain knowledge of any default by the Company in
the performance or fulfillment of any covenant, agreement or condition contained
in this Indenture, and stating whether or not they have obtained knowledge of
any such default existing on the date of such statement and, if so, specifying
each such default of which the signers have knowledge and the nature thereof.



                                     -113-
<PAGE>   124
                  SECTION 1005. Additional Amounts. If the Securities of a
series provide for the payment of additional amounts, the Company will pay to
the Holder or any Security of such series or any Coupon appertaining thereto
additional amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or payment of any
related Coupon or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the
payment of additional amounts provided for in this Section to the extent that,
in such context, additional amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the
payment of additional amounts (if applicable) in any provisions hereof shall not
be construed as excluding additional amounts in those provisions hereof where
such express mention is not made.

                  If the Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to each date of
payment of principal and any premium or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company will furnish the Trustee and the Company's Paying Agent
or Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series or any related
Coupons who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of
that series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any,




                                     -114-
<PAGE>   125
required to be withheld on such payments to such Holders of Securities or
Coupons and the Company will pay to the Trustee or such Paying Agent the
additional amounts required by this Section. The Company covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officers' Certificate furnished pursuant to this
Section.

                  SECTION 1006. No Lien Created, etc. This Indenture and the
Securities do not create a Lien, charge or encumbrance on any property of the
Corporation or any Subsidiary.

                                 ARTICLE ELEVEN

                            Redemption of Securities

                  SECTION 1101. Applicability of Article. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

                  SECTION 1102. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or by an action taken pursuant to a Board Resolution. In case of any
redemption at the election of the Company of less than all the Securities of any
series, the Company shall, at least 45 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in




                                     -115-
<PAGE>   126
this Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction.

                  SECTION 1103. Selection by Trustee of Securities to be
Redeemed. If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

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

                  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 Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

                  SECTION 1104. Notice of Redemption. Notice of redemption shall
be given not less than 30 nor more than 45 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, as provided in Section 106.

                  Each such notice of redemption shall specify the Redemption
Date, the Redemption Price, the Place or Places of Payment, that the Securities
of such series are being redeemed at the option of the Company pursuant to
provisions contained in the terms of the Securities of such series or




                                     -116-
<PAGE>   127
in a supplemental indenture establishing such series, if such be the case,
together with a brief statement of the facts permitting such redemption, that on
the Redemption Date the Redemption Price will become due and payable upon each
Security redeemed, that payment will be made upon presentation and surrender of
the applicable Securities, that all Coupons, if any, maturing subsequent to the
date fixed for redemption shall be void, that any interest accrued to the
Redemption Date will be paid as specified in said notice, and that on and after
said Redemption Date any interest thereon or on the portions thereof to be
redeemed will cease to accrue. If less than all the Securities of any series are
to be redeemed the notice of redemption shall specify the numbers of the
Securities of such series to be redeemed, and, if only Bearer Securities of any
series are to be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities, the last date on which exchanges of Bearer Securities for
Registered Securities not subject to redemption may be made. In case any
Security of any series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the Redemption Date, upon surrender of such Security and
any Coupons appertaining thereto, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof and with appropriate
Coupons will be issued.

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

                  SECTION 1105. Deposit of Redemption Price. On or before (but
at least one Business Day before in the Place of Payment in the case of payments
not in Dollars) the opening of business on any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the relevant currency (or a sufficient
number of




                                     -117-
<PAGE>   128
currency units, as the case may be) sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities and Coupons, if any, which are to be redeemed on
that date.

                  SECTION 1106. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of Coupons for
such interest, and provided further, that, unless otherwise specified as
contemplated by Section 301, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close or business on the relevant Record Dates
according to their terms and the provisions of Section 307.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after


                                     -118-
<PAGE>   129
deducting from the Redemption Price an amount equal to the face amount of all
such missing Coupons, or the surrender of such missing Coupon or Coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to the
Trustee or any Paying Agent any such missing Coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that interest
represented by Coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and,
unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.

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

                  SECTION 1107. Securities Redeemed in Part. Any Security
(including any Coupons appertaining thereto) which is to be redeemed only in
part shall be surrendered at a Place of Payment therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security (including any Coupons
appertaining thereto) or Securities (including any Coupons appertaining thereto)
of the same series and having the same terms and conditions of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security
(including any Coupons appertaining thereto) so surrendered.


                                     -119-
<PAGE>   130
                                 ARTICLE TWELVE

                                  Sinking Funds

                  SECTION 1201. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 301 for
Securities of such series.

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

                  SECTION 1202. Satisfaction of Sinking Fund Payments With
Securities. The Company (l) may deliver Outstanding Securities (including any
Coupons) of a series (other than any previously called for redemption) and (2)
may apply as a credit Securities of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities (including
any Coupons) or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking




                                     -120-
<PAGE>   131
fund and the amount of such sinking fund payment shall be reduced accordingly.

                  SECTION 1203. Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities (including any Coupons) of that
series pursuant to Section 1202 and stating the basis for such credit and that
such Securities have not been previously so credited and will also deliver to
the Trustee any Securities (including any coupons) to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

                                ARTICLE THIRTEEN

                        Meetings of Holders of Securities

                  SECTION 1301. Purposes for Which Meetings May Be Called. If
Securities of a series are issuable as Bearer Securities, a meeting of Holders
of Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.


                                     -121-
<PAGE>   132
                  SECTION 1302. Call, Notice and Place of Meetings. (a) The
Trustee may at any time call a meeting of Holders of Securities of any such
series for any purpose specified in Section 1301, to be held at such time and at
such place in the Borough of Manhattan, The City of New York, or in London, as
the Trustee shall determine. Notice of every meeting of Holders of Securities of
any such series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

                  (b) In case at any time the Company, by or pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any such series shall have requested the Trustee to
call a meeting of the Holders of Securities of such series for any purpose
specified in Section 1301, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have
made the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine the
time and the place in the Borough of Manhattan, The City of New York, or in
London, for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

                  SECTION 1303. Persons Entitled To Vote at Meetings. To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) Holder of one or more Outstanding Securities of such series, or (2)
a Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series by such Holder or Holders.
The only Persons who shall be entitled to be present or to speak at any meeting


                                     -122-
<PAGE>   133
of Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

                  SECTION 1304. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of Securities of not less than 66-2/3% in principal amount
of Outstanding Securities of a series, the Persons entitled to vote 66-2/3% in
principal amount of the Outstanding Securities of such series shall constitute a
quorum. In the absence of a quorum within 30 minutes of the time appointed for
any such meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1302(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting which was adjourned for lack of a quorum
shall state expressly the percentage, as provided above, of the principal amount
of the Outstanding Securities of such series which shall constitute a quorum.

                  Any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified


                                     -123-
<PAGE>   134
percentage in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.

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

                  With respect to any consent, waiver or other action which this
Indenture expressly provides may be given by the Holders of a specified
percentage of Outstanding Securities of all series affected thereby (acting as
one class), only the principal amount of Outstanding Securities of any series
represented at a meeting or adjourned meeting duly reconvened at which a quorum
is present, held in accordance with this Section, and voting in favor of such
action, shall be counted for purposes of calculating the aggregate principal
amount of Outstanding Securities of all series affected thereby favoring such
action.

                  SECTION 1305. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of a series in regard to
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of




                                     -124-
<PAGE>   135
any proxy shall be proved in the manner specified in Section 104 or by having
the signature of the person executing the proxy witnessed or guaranteed by any
trust company, bank or banker authorized by Section 104 to certify to the
holding of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 104 or other proof.

                  (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1302(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

                  (c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 (or the equivalent thereof)
principal amount of the Outstanding Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote, except as a Holder of a Security of such
series or proxy.

                  (d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1302 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.


                                     -125-
<PAGE>   136
                  SECTION 1306. Counting Votes and Recording Action of Meetings.
The vote upon any resolution submitted to any meeting of Holders of Securities
of any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate, of
the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1302 and, if applicable, Section 1304.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

                                ARTICLE FOURTEEN

                           Subordination of Securities

                  SECTION 1401. Securities Subordinate to Superior Indebtedness.
The Company, for itself, its successors and assigns, covenants and agrees, and
each Holder of Securities, by his acceptance thereof, likewise covenants and
agrees, that all Securities of any series (or any Coupons appertaining thereto)
issued hereunder shall be




                                     -126-
<PAGE>   137
subordinated and subject, to the extent and in the manner herein set forth, in
right of payment to the prior payment in full of all Superior Indebtedness. The
provisions of this Article are made for the benefit of all holders of Superior
Indebtedness and any such holder may proceed to enforce such provisions.

                  SECTION 1402. Payment Over of Proceeds Upon Dissolution, etc.
No payment by the Company on account of principal of (premium, if any) or
interest on the Securities of any series (or any Coupons appertaining thereto)
shall be made if any default or event of default with respect to any Superior
Indebtedness, which permits or with the giving of notice or passage of time or
both would permit the holders thereof (or a trustee on their behalf) to
accelerate the maturity thereof, shall have occurred and be continuing and the
Company and the Trustee shall have received written notice thereof from the
holders of at least 10% in principal amount of any kind or category of any
Superior 1ndebtedness (or the representative or trustee of such holders) or the
Trustee shall have received written notice thereof from the Company.

                  In the event that any Securities or any series (or any Coupons
appertaining thereto) are declared due and payable before the date specified
therein as the fixed date on which the principal thereof is due and payable
pursuant to Article Five, or upon any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding up or total or partial liquidation or
reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all principal of (and
premium, if any) and interest due or to become due upon all Superior
Indebtedness shall first be paid in full before any Holders of Securities, or
the Trustee, shall be entitled to receive or retain any assets (other than
shares of stock of the Company as reorganized or readjusted or securities of the
Company or any other corporation provided for by a plan of




                                     -127-
<PAGE>   138
reorganization or readjustment, the payment of which is subordinated, at least
to the same extent as the Securities of any series (or any Coupons appertaining
thereto), to the payment of all Superior Indebtedness which may at the time be
outstanding, provided that the rights of the holders of the Superior
Indebtedness are not altered by such reorganization or readjustment) so paid or
distributed in respect of the Securities of any series (or any Coupons
appertaining thereto) (for principal or interest); and upon such dissolution or
winding up or liquidation or reorganization any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities (other than shares of stock of the Company as reorganized or
readjusted or securities of the Company or any other corporation provided for by
a plan of reorganization or readjustment, the payment of which is subordinated,
at least to the same extent as the Securities of any series (or any Coupons
appertaining thereto), to the payment of all Superior Indebtedness which may at
the time be outstanding, provided that the rights of the holders of the Superior
Indebtedness are not altered by such reorganization or readjustment), to which
any Holder of Securities or the Trustee would be entitled, except for the
provisions of this Section, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution, or by any Holder of Securities or the Trustee if
received by them or it, directly to the holders of Superior Indebtedness (pro
rata to each such holder on the basis of the respective amounts of Superior
Indebtedness held by such holder) or their representatives or trustees, to the
extent necessary to pay all Superior Indebtedness in full, after giving effect
to any concurrent payment or distribution to or for the holders of Superior
Indebtedness, before any payment or distribution is made to the Holders of
Securities or to the Trustee.

                  No holder of Superior Indebtedness shall be prejudiced in his
right to enforce subordination of the Securities of any series (or any Coupons
appertaining




                                     -128-
<PAGE>   139
thereto) by any act or failure to act on the part of the Company.

                  Without notice to or the consent of any Holder of Securities
or the Trustee the holders of Superior Indebtedness may at any time and from
time to time, without impairing or releasing the subordination herein made,
change the manner, place or terms of payment, or change or extend the time of
payment of or renew or alter the Superior Indebtedness, or amend or supplement
in any manner any instrument evidencing the Superior Indebtedness, any agreement
pursuant to which the Superior Indebtedness was issued or incurred or any
instrument securing or relating to the Superior Indebtedness; release any person
liable in any manner for the payment or collection of the Superior Indebtedness;
exercise or refrain from exercising any rights in respect of the Superior
Indebtedness against the Company or any other person; apply any moneys or other
property paid by any person or released in any manner to the Superior
Indebtedness; or accept or release any security for the Superior Indebtedness.

                  Subject to the payment in full of all Superior Indebtedness,
the Holders of Securities shall be subrogated (equally and ratably with the
holders of all indebtedness of the Company which, by its express terms, ranks on
a parity with the Securities of any series (or any Coupons appertaining thereto)
and is entitled to like rights of subrogation) to the rights of the holders of
Superior Indebtedness to receive payments or distribution assets of the Company
applicable to the Superior Indebtedness until the Securities of any series (or
any Coupons appertaining thereto) shall be paid in full. For purposes of such
subrogation, no payments or distributions on the Superior Indebtedness pursuant
to this Section shall, as between the Company, its creditors other than the
holders of Superior Indebtedness, and the holders of the Securities of any
series (or any Coupons appertaining thereto), be deemed to be a payment by the
Company to or on account of the Superior Indebtedness, and no payments or
distributions to the




                                     -129-
<PAGE>   140
Trustee or the Holders of the Securities of assets by virtue of the subrogation
herein provided for shall, as between the Company, its creditors other than the
holders of Superior Indebtedness, and the Holders of the Securities, be deemed
to be a payment to or on account of the Securities of any series (or any Coupons
appertaining thereto). The provisions of this Article are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Securities, on the one hand, and the holders of Superior Indebtedness, on the
other hand, and nothing contained in this Article or elsewhere in this Indenture
or in the Securities of any series (or any Coupons appertaining thereto) is
intended to or shall impair the obligation of the Company, which is
unconditional and absolute, to pay the principal of and interest on the
Securities of any series (or any Coupons appertaining thereto) and when the same
shall become due and payable in accordance with their terms, or to affect the
relative rights of the Holders of the Securities and creditors of the Company
other than the holders of Superior Indebtedness, nor shall anything herein or
therein prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article, of the holders of
Superior Indebtedness in respect of cash, property or securities of the Company
otherwise payable or delivered to the Trustee or any Holder of Securities upon
the exercise of any such remedy.

                  Upon any payment or distribution pursuant to this Section, the
Trustee and any Holder of Securities shall be entitled to rely upon any order or
decree of a court of competent jurisdiction in which any proceedings of the
nature referred to in this Section are pending, and the Trustee, subject to the
provisions of Section 701, and any Holder of Securities shall be entitled to
rely upon a certificate of the liquidating trustee or agent or other person
making such payment or distribution delivered to the Trustee or to any Holder of
Securities, for the purpose of ascertaining the persons entitled to participate
in such




                                     -130-
<PAGE>   141
payment or distribution, the holders of the Superior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed therein and all other facts pertinent thereto or
to this Section. In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any person as a holder of
Superior Indebtedness to participate in any payment or distribution pursuant to
this Section, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Superior Indebtedness
held by such person, as to the extent to which such person is entitled to
participate in such payment or distribution, and as to other Facts pertinent to
the rights of such person under this Section, 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.

                  Nothing contained in this Article or elsewhere in this
Indenture, or in any of the Securities of any series (or any Coupons
appertaining thereto), shall prevent (a) the application by the Trustee or any
Paying Agent of any moneys deposited with it hereunder to the payment of or on
account of the principal of or interest on Securities of any series (or any
Coupons appertaining thereto) if, at the time of such deposit (provided that the
time of such deposit was not more than 10 days prior to the time of such
payment), such payment would not have been prohibited by the foregoing
provisions of this Section or (b) any payment by the Company or the Trustee to
any Holder of Securities of moneys in connection with a redemption of Securities
of any series if (i) notice of such redemption has been given to the Holders of
the Securities to be redeemed pursuant to Article Eleven prior to the receipt by
the Trustee of the written notice referred to in Section 1404 and (ii) such
notice of redemption is given not earlier than 60 days before the date fixed for
redemption.


                                     -131-
<PAGE>   142
                  SECTION 1403. Trustee to Effectuate Subordination. The Holder
of each Security by his acceptance thereof authorizes and directs the Trustee in
his behalf to take such action as may be necessary or appropriate to acknowledge
of effectuate the subordination between the Holders of Securities and the
holders of Superior Indebtedness as provided in this Article and appoints the
Trustee as attorney-in-fact for any and all such purposes.

                  SECTION 1404. Trustee Not Charged with Knowledge of
Prohibition. Notwithstanding the provisions of this Article or any other
provision of this Indenture but, subject to the provisions of Section 601, the
Trustee and any Paying Agent shall not be charged with knowledge of the
existence of any Superior Indebtedness, or any default in the payment of the
principal of (or premium, if any) or interest on any Superior Indebtedness, or
of any facts which would prohibit the making of any payment of moneys to or by
the Trustee or any such Paying Agent, unless and until the Trustee or such
Paying Agent shall have received written notice thereof from the Company or the
holders of at least 10% in principal amount of any kind or category of any
Superior Indebtedness or the representative or trustee of such holders; nor
shall the Trustee or any such Paying Agent be charged with knowledge of the
curing of any such default or of the elimination of the act or condition
preventing any such payment unless and until the Trustee of such Paying Agent
shall have received an Officers' Certificate to such effect.

                  SECTION 1405. Rights of Trustee as Holder of Superior
Indebtedness. The Trustee shall be entitled to all the rights set forth in this
Article with respect to any Superior Indebtedness which may at any time be held
by it, to the same extent as any other holder of Superior Indebtedness; and
nothing in Section 613, or elsewhere in this Indenture, shall deprive the
Trustee of any of its rights as such holder. Nothing in this Article shall apply


                                     -132-
<PAGE>   143
to claims of, or payments to, the Trustee under or pursuant to Section 607.

                  SECTION 1406. Trustee Not Fiduciary for Holders of Superior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Superior Indebtedness and shall not be liable to any such holders if
it shall mistakenly pay over or distribute to any Holder of Securities or the
Company or any other person moneys or assets to which any holders of Superior
Indebtedness shall be entitled by virtue of this Article or otherwise.

                  SECTION 1407. Article Applicable to Paying Agents. In case at
any time any Paying Agent other than the Trustee shall have been appointed by
the Company and be acting hereunder, the term "Trustee" as used in this Article
shall in such case (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 1404,
1405 and 1406 shall not apply to the Company if it acts as Paying Agent.

                  SECTION 1408. Securities of Other Series; 9-3/8% Subordinated
Notes Due 1996, 13-3/8% Subordinated Notes Due 1994 and Subordinated Floating
Rate Notes due 1993. Anything in this Indenture or in the Securities of any
series (or Coupons appertaining thereto) to the contrary notwithstanding, the
Securities of any series (or Coupons appertaining thereto) shall be neither
subordinate nor superior in right of payment to Securities of any other series
and to the Corporation's 9-3/8% Subordinated Notes Due 1996, 13-3/8%
Subordinated Notes Due 1994 and Subordinated Floating Rate Notes due 1993, but
shall rank pari passu in right of payment with Securities of any other series
(or Coupons appertaining thereto) and with the Corporation's 9-3/8% Subordinated
Notes Due 1996, 13-3/8% Subordinated Notes due 1994 and Subordinated Floating
Rate Notes due 1993.


                                     -133-
<PAGE>   144
                  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.


                                     -134-
<PAGE>   145
                  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.

                                            PAINE WEBBER GROUP INC.


                                            By /s/  Mark S. Nussbaum
                                               -----------------------------
                                                 Title:  Vice President

Attest:

/s/ Dorothy F. Haughey
---------------------
Assistant Secretary

                                            CHEMICAL BANK (DELAWARE)


                                            By /s/ John J. Cashin
                                               -----------------------------
                                                 Title: Senior Trust Officer

Attest:

/s/ Philip A. Messina
---------------------


                                     -135-
<PAGE>   146
                                    EXHIBIT A
                            [FORMS OF CERTIFICATION]

                                   EXHIBIT A.1

                       [FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY]

                                   CERTIFICATE

                             PAINE WEBBER GROUP INC.

                     [Insert title or sufficient description
                         of Securities to be delivered]

                  This is to certify that the above-captioned Securities are not
being acquired by or on behalf of a United States person or for offer to resell
or for resale to a United States person or any person inside the United States,
or, if a beneficial interest in the Securities is being acquired by a United
States person, that such United States person is a financial institution as
defined in Section 1.165-12(c)(1)(v) of the United States Treasury regulations,
or is acquiring through a financial institution and that the Securities are held
by a financial institution that has agreed to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder and that it is not purchasing for offer to resell or for
resale inside the United States. If the undersigned is a dealer, the under
signed agrees to obtain a similar certificate from each person entitled to
delivery of any of the above-captioned Securities in bearer form purchased from
it; provided, however, that if the undersigned has actual knowledge that the
information contained in such a certificate is false, the undersigned will not
deliver a Security in temporary or definitive bearer form to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned.
<PAGE>   147
                  As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or any estate or trust the income taxation of which is
subject to United States Federal income regardless of its source, and "United
States" means the United States of America (including the states and the
District of Columbia), its territories, its possessions, the Commonwealth of
Puerto Rico and other areas subject to its jurisdiction.

                  We undertake to advise you by telex if the above statement as
to beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.

                  We understand that this certificate may be required in
connection with certain tax legislation in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: _____________,19__
[To be dated on or after
______________, 19  (the date
determined as provided in the
Indenture)]

                                             [Name of Person Entitled to
                                             Receive Bearer Security]


                                             --------------------------------
                                                      (Authorized Signature)
                                             Name:
                                             Title:



                                       A-2
<PAGE>   148
                                   EXHIBIT A.2

                 [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
                      AND CEDEL S.A. IN CONNECTION WITH THE
              EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY]

                                   CERTIFICATE

                             PAINE WEBBER GROUP INC.

                     [Insert title or sufficient description
                         of Securities to be delivered]

                  This is to certify with respect to $___________ principal
amount of the above-captioned Securities (i) that we have received from each of
the persons appearing in our records as persons entitled to a portion of such
principal amount (our "Qualified Account Holders") a certificate with respect to
such portion substantially in the form attached hereto, and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificates.

                  We further certify that as of the date hereof we have not
received any notification from any of our Qualified Account Holders to the
effect that the statements made by such Qualified Account Holders with respect
to any portion of the part submitted herewith for exchange are no longer true
and cannot be relied upon as of the date hereof.

Date: _______________, 19__
[To be dated no earlier than
the Exchange Date]

                                      [MORGAN GUARANTY TRUST
                                      COMPANY OF NEW YORK,
                                      BRUSSELS OFFICE, as
                                      Operator of the Euro-clear
                                      System] [CEDEL S.A.]


                                       A-3
<PAGE>   149
                                      By ___________________________
                                            (Authorized Signature)


                                      Name:
                                      Title:

                                       A-4
<PAGE>   150
                                   EXHIBIT A.3
                 [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
                            AND CEDEL S.A. TO OBTAIN
                       INTEREST PRIOR TO AN EXCHANGE DATE]

                                   CERTIFICATE

                             PAINE WEBBER GROUP INC.

                           [Insert title or sufficient
                           description of Securities]

                  We confirm that the interest payable on the Interest Payment
Date on [Insert Date] will be paid to each of the persons appearing in our
records as being entitled to interest payable on such date from whom we have
received a written certification, dated not earlier than such Interest Payment
Date, substantially in the form attached hereto. We undertake to retain
certificates received from our member organizations in connection herewith for
four years from the end of the calendar year in which such certificates are
received.

                  We undertake that any interest received by us and not paid as
provided above shall be returned to the Trustee for the above Securities
immediately prior to the expiration of two years after such Interest Payment
Date in order to be repaid by such Trustee to the above issuer at the end of two
years after such Interest Payment Date.

Date: ______________, 19__
[To be dated on or after the
relevant Interest Payment Date]

                                         [MORGAN GUARANTY TRUST
                                         COMPANY OF NEW YORK,
                                         BRUSSELS OFFICE, as
                                         Operator of the Euro-clear
                                         System] [CEDEL S.A.]


                                      A-5
<PAGE>   151
                                         By ___________________________
                                               (Authorized Signature)

                                         Name:
                                         Title:

                                       A-6
<PAGE>   152
                                   EXHIBIT A.4
              [FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS
                  TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]

                                   CERTIFICATE

                             PAINE WEBBER GROUP INC.

                           [Insert title or sufficient
                           description of Securities]

                  This is to certify that as of the Interest Payment Date on
[Insert Date] and except as provided in the third paragraph hereof, none of the
above-captioned Securities held by you for our account was beneficially owned by
a United States person or for offer to resell or for resale to a United States
person or, if any of such Securities held by you for our account were
beneficially owned by a United States person, such United States person is a
financial institution within the meaning of Section 1.165-12(c)(1)(v) of the
United States Treasury Regulations located outside the United States purchasing
for its own account or for the account of a customer that agrees to comply with
the requirements of Section 165(j)(3)(A),(B) or (C) of the Internal Revenue Code
of 1986 and the regulations thereunder.

                  As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source, and "United
States" means the United States of America (including the states and the
District of Columbia), its territories, its possessions, the Commonwealth of
Puerto Rico and other areas subject to its jurisdiction.


                                      A-7
<PAGE>   153
                  This certificate excepts and does not relate to U.S.
$___________ principal amount of the above-captioned Securities appearing in
your books as being held for our account as to which we are not yet able to
certify and as to which we understand interest cannot be credited unless and
until we are able to so certify.

                  We understand that this certificate may be required in
connection with certain tax legislation in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Date: _______________, 19__
[To be dated on or after
the 15th day before the
relevant Interest Payment Date]

                                       [Name of Person Entitled to
                                       Receive Interest]

                                                (Authorized Signature)

                                       Name:
                                       Title:


                                       A-8
<PAGE>   154
                                   EXHIBIT A.5

                       [Form of Confirmation To Be Sent to
                        Purchasers of Bearer Securities]

                  By your purchase of the securities referred to in the
accompanying confirmation (the "Securities"):

                  You represent that you are not a United States person other
than a financial institution as defined in Section 1.165-12(c)(1)(v) of the
United States Treasury Regulations located outside the United States purchasing
for its own account or for the account of a customer that agrees to comply with
Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of
1986 and the regulations thereunder and are not purchasing the Securities for
the account of any United States person other than such a financial institution.

                  If you are a dealer, (a) you also represent that you have not
offered, sold or delivered, and agree that you will not offer, sell, resell or
deliver, any of such Securities, directly or indirectly, in the United States or
to any United States person other than such a financial institution, and (b) you
agree that you will deliver to all purchasers of such Securities from you a
written statement in this form.

                  As used herein, "United States" means the United States of
America (including the states and the District of Columbia), its territories,
its possessions, the Commonwealth of Puerto Rico and other areas subject to its
jurisdiction and "United States person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any political subdivision thereof
and an estate or trust the income of which is subject to United States Federal
income taxation regardless of its source.


                                      A-9